United Heroes: D-Avengers: Spider-Island DX
by KingFrancisX
Summary: Serving as a sequel to "Flaming Web of Light and Shadow", the newly formed D-Avengers have now assembled to save their worlds. Join Spider-Man, Sonic the Hedgehog, and Team RWBY enjoy the beginning of their summer vacation until it was rudely interrupted by the Masters of Evil, a group of baddies handpicked from their worlds to turn everybody into their mind-controlled Spider Army.
1. Main Characters Bio

_Character Bios_

 **BGM-Sonic Generations OST-Collection Room (Door into Summer)**

 **Main heroes: The D-Avengers**

Peter Benjamin Parker, aka Spider-Man

Age: 17 (physically 18 thanks to the early events of _Battle for Remnant_ )

Alignment: Good

Affiliation: Team RWBY (formerly), Web Warriors (formerly), Avengers, Remnant's Defenders (formerly), D-Avengers (Leader), United Alliance, Avatar of the Great Weaver, Receptacle of The Other

Current Costume: Advanced Suit (Based off Insomniac Games' Suit for the game _Marvel's Spider-Man_ )

Description: Nearly three years since he gained his spider-like powers and lost his Uncle Ben, Peter Parker has used his great power to achieve great responsibility time and time again. Having saved the world multiple times thanks to his insane skills and wacky quips, the Amazing Spider-Man is now a crime-fighting master, full-fledged trained Avenger, and an official, graduated, inter-dimensional Huntsman. Feeling more experienced and possessing more gadgets than ever before, Spidey is ready to lead his new team to new dangers while still having loads of fun.

The Other, also known as Ero

Age: Over millions of years old

Alignment: Good

Affiliation: Spider-Totems

Description: Created by the Great Weaver before his death, the Spider-God, Other, is known to be the strongest of all Spider-Totems in the multiverse. Wise, calm, arrogant, and having a soft spot for nature, the Other can be a force to be reckoned with. He recently bonded with Peter Parker, granting him new and improved powers and transformations one couldn't achieve without the other, making them the Ultimate Spider Totem.

Sonic the Hedgehog

Age: 15

Alignment: Good

Affiliation: Team Sonic (leader), Freedom Fighters, United Alliance, D-Avengers (co-leader)

Description: Extremely cocky and loves to run, Sonic the Hedgehog is the world's fastest hedgehog, always enjoying an adventure that allows him to stretch his legs and make fun of his enemies. He and Spider-Man are considered bros and kindred spirits, possessing so much in common it tends to get on the nerves of both friends and foes. Despite the many dangers he has or will encounter, Sonic always find a way to remain excited and cool, way past cool.

Miles "Tails" Prower

Age: 8

Alignment: Good

Affiliation: Team Sonic, Freedom Fighters, United Alliance, D-Avengers

Description: Wherever Sonic goes, Tails follows. A young fox with two tails packing an enormous IQ, the two-tailed fox serves as the brains of the team alongside Spidey, always making sure everyone's tech is working at the highest capacity. No matter if he's a Freedom Fighter or an Avenger, Tails is fully capable of handling himself thanks to his, well, tails.

Knuckles the Echidna

Age: 16

Alignment: Good

Affiliation: Team Sonic, United Alliance

Description: Unlike Sonic, Knuckles doesn't chuckle but rather flexes his namesake. The hard-stubborn echidna spends his days on the floating island, Angel Island, always watching the Master Emerald, unless he somehow gets tricked, which is all the time. But if his friends are in any danger, you can always count on this knucklehead to show up to lend a cracking hand.

Ruby Rose, aka Scarlet Rose

Age: 15

Alignment: Good

Affiliation: Team RWBY (leader), Remnant's Defenders, United Alliance, D-Avengers (co-leader)

Current Costume: Unstable Molecule Suit (Design based off her Volume 4/5 outfit)

Description: Despite her age, Ruby Rose was accepted to Beacon Academy a couple years early, becoming the exceptional leader of Team RWBY. Using her Semblance over speed, Ruby is able to blitz through her enemies before one could even blink. Seeing Peter as her inspiration and surrogate older brother, her main goal is to become a better hero than both him and Sonic, showing all worlds who's the best Huntress Avenger there is.

Weiss Schnee, aka Ice Queen

Age: 17

Alignment: Good

Affiliation: Team RWBY, Remnant's Defenders, United Alliance, D-Avengers, Schnee Dust Company

Current Costume: Unstable Molecule Suit (Design based off her Volume 4/5 outfit)

Description: Weiss Schnee is the proud heiress to the Schnee Dust Company. She attended Beacon against her father's wishes to choose her own path, meeting many new friends she considers family, even though some like Ruby and Peter tend to get on her nerves. Thanks to her Semblance and recent training with the Sorcerer Supreme, Weiss has become a powerful Huntress-in-training by combining her glyphs with the mystic arts, undoubtedly making her a great asset to the team.

Blake Belladonna, aka Black Tiger

Age: 17

Alignment: Good

Affiliation: White Fang (formerly), Team RWBY, Remnant's Defenders, United Alliance, D-Avengers, X-Men

Current Costume: Unstable Molecule Suit (Design based off her Volume 4/5 outfit)

Description: Blake Belladonna is a Faunus cat whose main goal is to fight racial prejudice and achieve equal harmony between her kind and the humans of Remnant. While still mostly reserved to herself, Blake has learned to open up to her friends, becoming more friendly and social. As an Avenger and an honorary member of the X-Men, she vows to rid both worlds of such evil so all beings can live in happiness.

Yang Xiao Long, aka Power Woman

Age: 17

Alignment: Good

Affiliation: Team RWBY, United Alliance, Remnant's Defenders, D-Avengers

Current Costume: Unstable Molecules Suit (Design based off her Volume 4/5 outfit)

Description: Like Sonic and her boyfriend, Spidey, Yang Xiao Long is the most cheerful and energetic Avenger out of the entire team, always leaving a sarcastic quip after ever hard punch she throws with her vibranium arm. Hanging out with Spidey has helped her mature in some areas, turning her to a calm and focused beast when the time is _just_ right. Nonetheless, this blond hulk Huntress can easily hold her own against an army, all while packing the biggest grin anyone has ever seen.

 **Main Villains: The Masters of Evil**

Doctor Victor von Doom, most commonly known as Dr. Doom

Age: Who knows

Alignment: Evil

Affiliation: Ruler of Latveria, Masters of Evil (leader)

Description: Victor von Doom is widely known as Earth's most dangerous tyrant, possibly the entire universe. Having being a master in both magic and science, the King of Latveria makes it his goal to destroy the heroes and become the dominant ruler of the world to prove his supremacy. He assembled villains from across dimension, forming the Masters of Evil to hunt down these "Exo Stones", said that when all eight gem are collected, the power to control the multiverse will be at his grasp.

Doctor Otto Octavius, aka Doctor Octopus

Age: No one cares

Alignment: Evil

Affiliation: Sinister Six (founder and leader), Masters of Evil

Current Costume: Nanotech Suit (Resembling his appearance at the end of Season 4 of _Ultimate Spider-Man_ ). Doc Ock recently infected himself with nano-machines to make the mad doctor look healthy, young and super strong.

Description: Doctor Octopus is one of Spider-Man's old time enemies, right up there with Green Goblin and Venom on being on his most dangerous list. A brilliant scientist that is permantely fused with four metal tentacles, Doc Ock makes it his mission to destroy Spider-Man and take full control over New York City to show everyone in the world who is superior.

Doctor Ivo "Eggman" Robotnik

Age: Forever a mystery

Alignment: Evil

Affiliation: Eggman Empire, Masters of Evil

Description: The self-proclaimed supreme genius of Mobius, Doctor Eggman has made it his eternal mission to take total control of the world to build Eggmanland, but has always been thwarted by Sonic and friends. Thanks to some friendly advice from his good genius associate in crime, Doc Ock, Eggman recently formed his own cyborg army alongside his established Badnik Horde called the Egg Army, all led by a different Egg Boss. Now with his newest lackeys, Orbot and Cubot, Dr. Eggman is more determined than ever to defeat Sonic and his Freedom Fighting Avengers, working together with the Masters of Evil so he could accomplish such a feat.

Salem

Age: Over thousands of years old

Alignment: Evil

Affiliation: Masters of Evil

Description: Salem has existed on Remnant for millions of centuries, using her power over the dark beasts called Grimm to wreak havoc across the land for many generations. After her failure with the symbiotes thanks to Spider-Man, she was released from prison by Dr. Doom so she could join the Masters of Evil. And while she does hate the webhead for meddling with her plans more so than Ozpin, she does hold a tremendous amount of respect for him, secretly enjoying their encounters even when she loses.

Cinder Fall, aka Toxin

Age: Around early 20s

Alignment: Neutral-Anti Hero

Affiliation: Masters of Evil (part-time), Host of the symbiote god, Toxin

Description: After the symbiote invasion involving Salem and losing her one, true love, Eddie Brock, Cinder and her friends, Emerald and Mercury, moved to San Francisco, where she spends _some_ of her days as the city's lethal protector, Toxin, while some days she works as a self-employed, or sometimes hired mercenary for either the forces of good or evil, her version of having "fun". The only reason she's even considering working with a group of villains is so she could have the chance of fighting Spider-Man again. Despite seemingly being on opposite sides, both Cinder and Peter still share a lot of respect for one another, not seeing the other as an enemy, and always looking forward to a rematch with a smile.

Miles Warren, aka the Jackal

Age: Crazy

Alignment: Evil

Affiliation: Masters of Evil

Description: Once a biology professor of Midtown High, now full time cloning mastermind, the Jackal was the villain responsible for the controversial Clone Saga that made Peter's life a living hell for quite a while until he died. Now's he back, and has been hired by the Masters of Evil to create a virus to give everyday citizens Spider-Man-like powers to serve under the villains.

Tarantula

Age: Unknown

Alignment: Evil

Affiliation: The Jackal, Masters of Evil

Description: Not much is known about this Man-Spider beast except that he's the Jackal's strongest and most obedient servant, as well as holding a strange connection to Spider-Man.

Unknown New Character (OC)

Age: Unknown

Alignment: Evil

Affiliation: Masters of Evil

Description: With the power of Doom's Exo Stone, the Espeon Stone, the DNA and battle data from the D-Avengers, Shadow the Hedgehog, and the Grimm, the ultimate living weapon is born.

* * *

 **KFX here: Here are some character descriptions about the main cast for those who are new to the series. This story, once the outline is finalized and written, should begin sometime in the summer or sooner. See ya.**


	2. Prologue: Signs of Doom

_Prologue: Signs of Doom_

 **Unknown Location**

It is a dark and quiet night over at this peaceful country that resides within the continent of Europe. Most of the townsfolk are either fallen asleep in their homes or working the night shift to provide for the family, but there is one part of town that is not asleep, if not ever.

On a mountain top outside the capital city of the country, there is a medieval-styled palace, and inside that palace are two distinct individuals. One is hiding in the shadows, holding a mysterious green-colored stone in his right hand, while the other is a tall man with a big head, wearing a blue cloak on his back. This man has but one job, secretly study the countless life-forms in the universe without ever interfering or interacting with them. But it would seem that whatever he saw on this planet, this "Earth", has gotten his _grave_ attention and decided to pay the other mystery man a visit.

" _I am Uatu…the Watcher."_ This big-headed man, now known as the demi-god Uatu, introduced himself with a calm voice filled with wisdom to this mystery person. _"I have been charged in observing your world since before humanity reigned as the dominant species, and just recently, your entire world experienced an event that have changed everything."_

Uatu summons a small projection that describes events of the past in the palm of his hand. _"A few months ago, a mysterious and sudden pulse, deep from space, has spread throughout the Earth, disabling countless technology and leaving strange energy signatures no one has ever encountered before. These energy signatures came from this…"_ The projection shows an image of a purple crystal, and judging from the image it seems to possess vast levels of power. _"This is what the humans call the 'ISO-8', a primordial energy crystal with no limit in its potential, scattered in trillions across the planet. Because of this, the heroes and villains of this world, and worlds beyond, have come in contact with each other for control over this new and unique substance, while I stayed in the background, and watched all this unfold."_

The Watcher briefly takes a second to pause to show the image of a man possessing four mechanical arms and another with a huge mustache to his fellow listener. _"I have seen the flashes of genius… used to bring despair."_ said Uatu, showing a clip of two evil doctors terrorizing New York City with their super mech. _"I have watched marvelous creations…"_ showing a clip of a reddish-brown business man mixing chemicals for a green formula, _"Turned into weapons of destruction."_ That same man, now transformed into a green demon leading his transformed nation to attack cities and countries. _"I have watched the shadow…develop the light."_ He continued, showing a clip of a pale-white skin woman commanding her dark beasts, some which are possessed by symbiotic alien life form, infecting the good people of New York and turning them into alien monsters themselves.

" _But, even during such dark times, I have watched a few special individuals that possess the means to bring back the light when needed most. I have watched accident…turned into triumph,"_ said Uatu, projecting a clip of a teenager wearing a red-and-blue spider costume defeating six of his deadliest enemies while the New Yorkers cheers for his victory. _"I have watched the path of the wind…bring hopes of victory,"_ said the demi-god, projecting a clip of a small blue hedgehog destroying a giant egg-shaped robot, wiping his hands with a victorious smile on his face before racing off to his next adventure. _"I have watched the growth of roses…branch friendships that last an eternity,"_ said the Watcher, projecting a small red/black dressed girl leading her team of other differently colored girls fighting off the dark beasts created from the pale-white skin woman from before.

" _Over and over again…"_ The Watcher repeated, showing many clips of various heroes defeating and saving their world from villains that dare threaten them. _"I have watched all of this, and so much more, because that is the task bequeath to me by the universe, but I can stand by and watch no more. I have watched YOU, Victor von Doom."_ An annoyed Watcher points his right finger to the ruler and king of Latveria, the most dangerous man to walk the face of the Earth, and the one that holds a gem containing the ultimate power, Doctor Victor von Doom. _"I know what you have done. I know what you're planning and it cannot be allowed. Humanity is at an important crossroads. The future of your and many species across time and space are at stake. So today, I have broken my Watchers' vow to never interfere with the course of humanity. I am here to stop you!"_

The invincible demi-god projects cosmic red flames of tremendous energy in his hands, firing massive streams at Dr. Doom, but thanks to his mysterious radiant cut stone, he is protected by a barrier. _"I have so little respect for those who do not know their PLACE,"_ said Doom, countering the Watcher's disrespectful attack with his own, using his cosmic stone to fire an energy beam back at him, weakening the demi-god.

" _You do not know the power you abuse!"_ Uatu scolded him, charging up more red cosmic energy.

" _And you do not seem to know how to be silent!"_ Doom retorted, using his crystal of power to fire more green beams of cosmic energy to attack the Watcher. Uatu managed to fire his own attack back at him, entering a beam struggle which he is slowly losing at. _"The power of the Exo Stone is MINE to control! You are a fool to come here..."_ He insulted the weakened demi-god, slowing walking over to the Watcher as he starts losing power fast. _"You have no one to blame but yourself!"_ He continued insulting him, just seconds before beating the Watcher in a clash of cosmic power, forcing the demi-god to get on his knees and panting very heavily.

" _Please…No human…can hold such power…"_ begged a weakened Uatu.

Doom stares at his green Exo Stone, sensing the bottomless pit of chaotic energy it contains before turning back to the Watcher. _"YOU'RE WRONG,"_ he slams his Exo Stone straight through the giant head of Uatu, causing the Watcher to scream in pain and agony as his body slowly cracks with energy, and not long after, he dies and dissipates into green particles that soon get blown away to the wind. _"One can,"_ professed Doom, staring back at the small cosmos that's living inside this so-called "Exo Stone".

* * *

 **KFX here: If you recognized the writing of this issue, not only it's almost one-to-one of the cinematic opening to the cancelled "Marvel Heroes" MMO game, it's also an extended remaster of the opening prologue to the first story of the United Heroes Series: Spider-Man and Sonic the Hedgehog-Fate of Two Worlds. It was all leading up to this moment. This story should be about 15 chapters long plus an epilogue. Now stand back for the required opening and ending chapter that will be coming hopefully soon.**


	3. Opening and Ending

_Opening_

 **BGM- Yu-Gi-Oh! ZEXAL II OST-Unbreakable Heart (TV Size)**

Opening starts with Spider-Man and his spider Other, Ero (in his true humanoid form wearing a black Spider-Man suit with spider characteristics), enjoying themselves by flying through the clouds of the big blue sky above the Big Apple, passing by numerous ISO-8 crystals that start to materialize before rising up to fly beside the countless friends Peter has made throughout his recent adventures:

 **D-Avengers: Spider-Island DX**

The scene shifts to multiple shots of Spider-Man's assembly of friends posing, both old and new: Mary Jane and Aunt May in one shot, the Avengers, Team Sonic, Team RWBY, the Web Warriors (Spider-Man 2099, Spider-Man Noir, Spider-Girl, Spider-Gwen), ending with a wide shot of Midtown High's students, the Freedom Fighters from Mobius, and Beacon Academy students.

We switch to a scene of Spider-Man putting on his new suit he calls the "Advanced Suit" (he gained at the end of _Flaming Web of Light and Shadow,_ then later upgraded), gathering his new gadgets, and web swinging into action, with a shot outside of Castle Doom where we see menacing silhouettes of Doctor Doom, Dr. Octopus, Dr. Eggman, and Salem following suite and the faint image of the green Exo Stone plastered in the dark red sky behind them.

The scene shifts focus back to Spider-Man, who loses his mask and is sent flying across the cracked ground of New York bruised and beaten. He looks back to see his fellow team, the D-Avengers, and Knuckles, standing in front of him with a smile, getting Peter happy to see them. Peter gets up from the ground, with an invisible Ero showing a small warm grin as he floats beside his host. Sonic gives Peter a fist bump while the webhead puts on back his mask thanks to Ruby, ruffling up her hair as thanks. Spider-Man points forward to their next goal, with the whole team revving up for the adventure that lies ahead of them.

We switch to a scene featuring Sonic dynamically transforming into Super Sonic and boost while covered in a golden aura. The next scene immediately after features Ruby, in her Scarlet Rose attire, wearing a brand-new style that glows red, using her newfound strength and dual-wield scythes to combo the screen. It ends off with Spider-Man and Ero breaking the limit and fuse together to form separate bodies of their Black Ace and Red Joker transformations (Original and Shin variant), with standing in front of a giant mystic web is their ultimate form: the golden Sacred Spider King and his mystic dual-wield blades.

The next scene focuses on some of the secondary antagonist of this adventure: Silhouettes that cover the faces of Metal Sonic and a new-and-improved Mecha Spider-Man (now looking more like Superior Spider-Man) standing in front of a badnik horde and the Egg Army. A silhouette of Cinder Fall in her Toxin form, as well as Mercury and Emerald. And one last shot of a new, mystery hedgehog covered in darkness and controlling a massive army of the Grimm and the spider monsters.

The next scene features a scarred teenager in a red-and-black Spider-Man costume before immediately transforming into a Man-Spider beast thanks to a deviously grinning Jackal. And the last few shots features all eight of the new Exo Stones scattering themselves across the entire multiverse, with Scared Spider King Spider-Man, Super Sonic, and this new style change Scarlet Rose randomly attacking the screen before we cut to a shot of their new Quinjet, the Web Cyclone, fly through the clouds and transporting the heroes to new worlds.

The opening ends with a massive group shot of the United Heroes posing and jumping around, with Spider-Man, Sonic the Hedgehog, and Ruby Rose standing in the front while holding a light blue Exo Stone.

 **BGM End**

* * *

 _Ending_

 **BGM- Yu-Gi-Oh! ZEXAL II OST-GO WAY GO WAY**

Ending begins with a shot of Spider-Man, Sonic, and Ruby effortlessly floating in some cosmic blue space where the stars can be seen so brightly and beautiful, flying off to touch the giant golden spider emblem they see in front of them.

The scene shifts to Spider-Man standing on tippy-top of the Empire State Building at dawn, looking out to his beloved city, with dynamic images of Team Sonic posted on one side of the screen and dynamic images of Team RWBY on the other. We switch to a white silhouette of Spider-Man swinging through a red hexagonal hallway, with images of the Masters of Evil (besides Doom) posted in front of the silhouette, with the next shot immediately after them is an intimidating image of Dr. Doom holding the green Exo Stone.

The next scene shows the D-Avengers and their various allies seemingly passing the light blue Exo Stone to one another with a smile, with the mystic gemstone showing brief flashes of past events like the first adventure between Spidey and Sonic, and Peter's time together with Team RWBY at Beacon Academy. The Exo Stone is thrown across the trippy background by Spider-Man, passing by the various heroes and villains that are a part of this story. Peter catches the Exo Stone with his hand and shows an image of the Web of Life and Destiny which begins to glow with a brilliant light.

The light from the Great Web leads back to that cosmic blue space from before, where in the middle of a canyon Spider-Man stands on top of a mountain and transforms into his REGULAR Black Ace form, followed by Sonic going Super Sonic, and Ruby using her new style change of her costume. The three powered up heroes fight an epic battle between themselves, forcing Spider-Man to go into his Sacred Spider King form, getting a smile from both Sonic and Ruby before they continue fighting, closing this ending with a wide shot of a dark silhouetted Dr. Doom gathering the eight Exo Stones that will grant him power to control the multiverse.

 **BGM End**

* * *

 **KFX here: Opening and Ending are done. After this, it should be the first chapter of the story.**


	4. Issue 1: Birth of the Masters of Evil

_Issue 1: Dreaded Birth of the Masters of Evil_

 **Manhattan, New York**

 **BGM-Marvel vs. Capcom Infinite OST-Theme of Spider-Man**

' _Tell me there's something better.'_

Through the peaceful night of the all-time famous New York City, a 17-year-old teenager patrols the city, leaping from rooftop to rooftop, from small buildings to tall skyscrapers in a single bound, yelling "YEE-HAW" in middle of his amazing acrobatics.

' _Go ahead, try.'_

This red-and-blue costumed kid starts running along the walls of a tall building, which so happens to be called the Daily Bugle, pass by an unexpecting man with a stupid mustache without his noticing of the kid's big white spider crests front and back of his costume until it was too late.

' _How I'm spending the last day before summer vacation, by Peter Benjamin Parker.'_ The kid known as Peter Parker leaps off the Daily Bugle building and into the busy streets below. _'I can sum it up in one, glorious, hyphenated word…Spider-Man.'_ The daredevilous child presses two of his fingers onto his wrist, shooting a strong strand of what appears to be webbing and begins swinging through the city while shouting, "I am, the Amazing Spider-Man! And also spectacular, sensational, ultimate, ya know, the usual."

" _Ugh. Are you talking to yourself again, Parker?"_ asked the mysterious voice in Peter's head.

"No! Of course not. I'm talking to you, ol' Ero, ol' spider other of mine." Peter responded while he continues web swinging through the city.

" _Just because I'm your Other doesn't mean I'll always listen to your constant babble. Even us divine spiders don't possess that level of patience."_ Said Ero, the Other, spider deity that recently bonded with Peter.

The amazing web-slinging avenger web zips to the top of a nearby rooftop, sticking to it thanks to his unique adhesive abilities as a human spider. "Then it's a good thing I have six other _amazing_ friends who are coming over for the summer to hear the sounds of my _wonderful voice_."

" _I sincerely doubt that's their top priority for these next few months, if ever."_ Ero scoffed.

While sitting vigilantly for any danger, Spider-Man hears an alarm going off not far from his current location, indicating that a petty theft is at the works. "Still, it will be nice to see everyone again." He said, sliding down the roof before springing back to the sky and shooting out a web line to swing onto. "Sonic, Tails, Ruby and the rest of my friends, including Weiss." He mumbled as he arrived at the spot of the jewelry theft, finding himself confronting five thugs with crowbars. "It's been a while since we last seen each other, or even talked to each other, just not counting the times we hooked up to save the world from doctors, goblins, robots, or a living space goop invasion controlled by a million-year-old witch hag with a disgusting face condition." He babbled, effortlessly taking down the thugs with his superior and experienced combat skills before leaving them by a web for the police.

" _Isn't that your job as an Avenger? Or more specifically a 'D-Avenger'?"_ questioned Ero while Peter resumes his nightly swing.

"What? Protecting our home dimension from forces that are literally out of this world? Yeah I do think I remembering reading that in the job description. The other thing that was included was sitting around watching TV and eating Chinese food, which is what I plan on doing, that is unless the world is in trouble for the 13th time in the same month."

" _And with you inter-dimensional troublemakers all cooped up together in one place, I'm not going to be too surprised if the entire dimension is at stake the moment you all say hi at each other."_ Ero remarked.

"That's not going to happen. S.H.I.E.L.D. and the Avengers have pretty much rounded up all the available cosmic space stones that scattered across the planet and have locked them up in secure places so no one could ever collect them. Hopefully." Pete said, wall-jumping between buildings before another web swing.

" _The ISO-8,"_ said Ero, specifying what these "cosmic space stones" Peter is referring to. _"To this day, we still don't know much about their origin. How it scattered across the planet. Why they contain such unimaginable power that in the wrong, capable hands, it can cause so much destruction it can threaten our entire reality."_

"Don't know, don't care. I just hope that the next moron who has access to the ISO-8 and wants to take over the world, just drop it. Please. _At least_ until my summer vacation is over. But knowing my luck, my oh so _wonderful_ luck that _always_ have my back, it's going to happen sooner than I think, won't it?" Peter asked his Other.

" _Yup."_ Ero responded, leaving a groaning web-warrior to swing back home for a good night's sleep, having no idea of an all-new malicious amalgamation that's about to begin in a faraway country.

 **BGM End**

* * *

 **Later that night over at Doomstadt, Latveria**

At the other side of the world, two mysterious looking men have just arrived at the outskirts of Latveria's capital city gates, Doomstadt.

"Well, we're here," said the man wearing red glasses and a green-and-yellow battlesuit, while also appearing pretty muscular for his age, not to mention having four metallic looking tentacles permantely connected to the back of his spine.

The person standing next to this suspicious criminal looks what appears to be a robotized version of Spider-Man with some changes from the original's design to make itself look more fearsome and aggressive, like sporting a differently styled red-and-black attire instead of the classic red-and blue, black lenses, as well as sharp retractable talons.

"Hmph. I suppose I should thank Doom for picking us up via a private jet. Certainly beats going through the metal detectors at an airport," murmured the human octopus. He then takes a few steps forward of his metallic creation, "Come along. We should at least head for Castle Doom to meet with the others. Assuming they're already here."

Just as the devious pair start walking towards the giant gates, the robot Spider-Man's spider sense starts to tingle towards something in the air. "What's wrong? Did your digital spider sense pick up something," asked the mad doctor.

 **BGM-Sonic Adventure OST-Theme of Eggman**

They both suddenly hear a daunting laugh that's trying to imitate Santa Claus' jolly chuckle, but with a dark twist. Before they could determine the source of the laughter, the two are greeted by a little metallic blue robot in the shape of a humanoid hedgehog after it landed from the skies above. Just as the blue robot stands straight, an egg-shaped man in his egg-shaped flying vehicle lands beside his robotic creation, in front of the octopus doctor and his robotic duplicate.

"Greetings Doctor Otto Octavius, gentleman genius of Earth," greeted the smiling egg-shaped scientist from his 'egg-mobile'.

Octavius grinned as he formally bows towards the man, "Right back at you, most excellent and efficacious Doctor Ivo Robotnik of Mobius." Eggman hops off his egg mobile to properly greet his old inter-dimensional friend with a friendly handshake. "It really is nice to see you again, Ivo, as to you Metal Sonic. How are things coming along at your world?" Otto asked Eggman.

"Fine. Thanks to your brilliant advice, I've recently established my very own Egg Army and have stationed each cybernetic faction at various corners of my world, all overseen by an Egg Boss." Eggman explained.

" **With half of them clearly not liking you,"** spouted a round-shaped red robot from Eggman's flying vehicle, standing next to his yellow cubed counterpart.

"Shut it, Orbot," exclaimed Eggman.

"Who are they?" Otto asked about Eggman's two new robots.

"Orbot and Cubot. My newest lackeys that likes to get on my nerves constantly." Eggman answered with an annoyed tone because of his dimwitted machines.

" **Greetings, Dr. Octopus."** Orbot formally greeted Otto.

" **I like your tentacles. Can I have one?"** A dimwitted Cubot asked of Octavius.

"I can see why." Otto responded to Eggman's earlier comment about his robots.

"Anyways Otto, have you finished your research in nanotechnology?" Ivo asked about Otto's newest project.

"Not just finished, I perfected my research. My new nanotech suit cures any illness I have or _will_ have sustain, granting me superhuman levels of abilities and changing my form to how I choose. I am essentially Dr. Octopus reborn." Doc Ock boasted while showing off his brand-new, nano-machine metallic arms.

"That's excellent. I should try that out myself sometime. And how about Mecha Spider-Man over here?" Eggman turned to the mechanized version of Spider-Man.

"Mecha Spider-Man _version 2.0_." Ock corrected Eggy as he walks towards Mecha, giving him a pat on its shoulder. "This newest model is entirely made of Carbonadium, rendering him nearly indestructible. He possesses all the newest battle data from the Spider's recent battles down to a single frame, making him stronger and faster than ever before, with a few new additions of my own. Truly he is my finest work yet. _Superior_ to the original, if I do say so myself." He finished with a small, maniacal chortle.

 **BGM End**

"Superior? Hmph. I severely doubt that." The sounds of what belongs to a young woman's voice interrupted Octavius' short cackle, getting the attention of both doctors and their robots.

" **Who was that?"** Cubot questioned.

" **It sounded like it belonged to a girl."** Orbot answered his cubic partner.

"Who goes there?! Show yourself, and face the might of your superiors, coward!" Doc Ock threatened with an iron fist, prompting Mecha Spider-Man and Metal Sonic to get into combat position.

Walking out from the dark forest next to the doctors, a young woman with long ashen-black hair and bright amber eyes greets the old men with her long, bright red dress decorated with golden designs. Standing next to her are two others by her side: one is another young woman with medium-brown skin and mint-green hair, and the other is a young gray-haired man wearing a black two-tone partial-zip jacket.

"And who might you children be?" Otto asked, with his tentacles ready to pierce the hearts of his enemies.

"We're Team Toxin, a deadly mercenary group that is a poison to anyone who is foolish enough to cross our path. I'm the leader of the team, Cinder Fall. And these are my associate-in-arms, Emerald Sustrai and Mercury Black." Cinder greeted, gesturing her arms to introduce her teammates.

"Wait a minute! I remember you! You're the same twerps who helped Sonic and the bug stopped my plans using the Arks of the Cosmos!" Eggman angrily shouted at Team Toxin.

"And saved your world from a black hole. You're welcome." Emerald replied with a snarky grin on her face, pissing off Eggman even more.

"I take it you children have taken upon Doom's request?" Otto calmly questioned the Toxin Team.

"We're only working part-time for the guy, but yeah, we did." Mercury told him.

"But there's still _one_ more person who's going to be joining us tonight." Cinder informed the doctors.

"And who might that be? That black monstrosity of a friend that was hanging out with you before?" Eggman asked, visibly angering Cinder for making fun of her deceased friend/lover, Eddie Brock, also known as Venom, who recently sacrificed himself to save their worlds from a symbiote invasion.

 **BGM-Dragon Ball Super OST-Frieza is Resurrected**

Before the person in question is introduced, Mecha Spider-Man's black lenses glow a fierce red, as his spider-sense is triggered because of a dangerous presence heading their way. The metal robot quickly turns to the dark forest and fires a red laser beam directly from his palms, but it was easily deflected to another part of the forest.

"Hmm. Impressive. That actually stung. You really are as powerful as the original…" Menacing, glowing red eyes can be seen in the darkness of the forest and slowly begins to approach the assembly of inter-dimensional villains. Walking out from the trees is a woman with complex white skin covered with deep red and purple veins up to her arms and face, possessing thin-lined purple scars over each eye, wearing a very long black robe with red designs that resembles eyes, and sporting white hair formed into a bun with six offshoots from which ornaments are suspended. "But is that any way to treat your newest ally?" She asked the silent enforcer.

" **Whoa, she's scary."** Cubot commented, looking a little terrified.

"The name's Salem. I am a being from Remnant. It's a pleasure to meet you, Dr. Otto Octavius and Dr. Ivo Robotnik." The wicked witch formally greeted her new associates.

Eggman laughed with his signature chortle before speaking to Salem. "Yes. I remember you. We met back on your world during the ends of the Goblin War. We didn't get the chance to formally greet each other then, since all of reality was on the verge of shattering."

"A painful memory I wish to forget." Salem responded.

"Me too. Put it there, new partner in evil." Eggman pulls his right hand out so he could shake Salem's, but when she performs the same action, he is a bit shocked to see her right arm replaced with what she calls a Grimm. "Whoa. What happened to your arm? As a matter of fact, how did you receive those scars over your eyes? Did you fight a monster or something?" He concernly asked about her current body condition.

Hearing the word "monster" caused Salem to briefly flinch in fear, painfully remembering her most recent and devastating defeat at the hands of Spider-Man, picturing a demonic image of the web-slinger. She puts her Grimm arm over her eyes so she could calm down, before turning back to Eggman and the rest. "I fought no monster. It was a demon, and this was his mark. A sign of my current fate. A fate worse than death." She muttered while staring at Mecha Spider-Man, confusing the doctors but getting a short snicker from Cinder standing next to the sorcereress.

 **BGM End**

As the trans-dimensional villains finished conversing with each other, the gates leading to Doomstadt open up for its newest guests, with a couple of red-colored robot soldiers waiting on the other side to greet them.

"Who are those robots?" Mercury asked.

"Those are the Servo-Guards. They are the police force that watches over Latveria day and night." Otto told the gray-haired child.

One of the Servo-Guards walk up to the villainous group to properly greet them. **"Are you the ones they call Dr. Octopus, Dr. Eggman, and Salem?"** It asked with a robotic monotone voice.

"Yes. That's us." Otto responded, standing in front of the group.

" **Master Doom has summoned you to his castle. We will escort you there."** It replied.

" **We will carry any belongings you wish for us to transfer."** Another Servo-unit said, holding up Eggman's Egg-Mobile over its head with little effort.

"I'm liking this place already." Eggman said with a small smile.

* * *

 **Doomstadt Outer Village**

The villains and anti-heroes from different worlds walk together along with Latveria's Servo-Guards, passing by its capital and the residents that are either working a night shift or simply walking around like normal people while the children play soccer.

" **Y'know, for a country ruled by the most dangerous villain on Earth, this place isn't so bad."** Orbot observed.

"Everyone here is so…happy, that's strange." Emerald commented while she observed her surroundings.

"No crime. No supervillains. No graffiti. Are we sure everyone's not mind controlled or something? It's impossible for a single country to be THIS peaceful." Mercury questioned.

"I assure you, boy, this isn't no magic trick. This is real. The people of Latveria adore Doom with no sign of regret hidden in their hearts." Dr. Octopus calmly answered him and the others as they continue walking.

"You seem to know a lot about this 'Dr. Doom'. Tell us what you know of him," requested Salem.

"I'm curious to know more about him myself." Eggman commented.

 **BGM-Mega Man Zero OST-The Ruins of Lab**

"Hmph. Very well. As you may already know, Dr. Victor von Doom is the ruler and king of Latveria. He is extremely intelligent, one of the top minds on the planet, rivaling even the likes of Reed Richards. And to add to his intelligence, he has also mastered the mystic arts. All forms of magic dated back when it was first manifested. He even went as far as traveling back millions of years in time to study mysticism at its very peak, making him a dangerous foe for both scientists and sorcerers across all of time." Octavius started telling the story of the kind of man Doctor Doom really is.

"Didn't think this guy was crazy enough to travel back in time to achieve power." Cinder commented, a little surprised and amazed of Doom.

"It gets worse, my child. Thanks to his intellect, there were times when Doom even obtained cosmic powers, the powers of a god, like the time he stole the powers of the Silver Surfer, or during those _infernal_ secret wars from a cosmic entity called the Beyonder. He even managed to obtain the Power Cosmic from the world eater himself, Galactus"." Ock continued.

Mercury and Emerald gulped heavily after hearing the insane feats this "Doom" character managed to pull off over the years. "That's…terrifying." Merc commented.

" **Yeah. This guy sounds more dangerous than Eggman could ever be."** Cubot stated.

"Quiet, you idiotic stepping stool!" Eggman angrily remarked by kicking Cubot over to a pile of trash cans.

Cubot quickly gets up and narrows his eye sockets over at his boss. **"Yar! Why ya hit your first mate like that, whippersnapper?"**

The egg-shaped doctor face palms over his voice change while Emerald asks him a question. "Um. Is there any reason why he's speaking pirate?"

" **He has a damaged vocal processor. We're still working out on the kinks."** Orbot answered before slamming his fist on top of Cubot's head to fix his voice.

" **Thanks buddy."** Cubot thanked his partner.

"Back on topic, this Dr. Doom definitely sounds like a force to be reckoned with on his own. Which begs the question why would he call us for assistance." Salem wondered.

"If Doom ever calls anyone for help, it's for a _very_ good reason, and I intend to know what it is." Otto replied as they continue making their way towards Castle Doom.

 **BGM End**

* * *

 **Castle Doom**

Located atop the castle walls of Doomstadt, the dimensional villains have arrived at the front gates of Doom's medieval-styled palace.

 **BGM-Dragon Ball Super OST-Zero Mortal Plan**

"Hmm. Not a bad castle." Salem complimented, just as the doors leading inside it opens up for them. As the Servo-Guards escort them to Doom's main stay, they take a second to glance at their surroundings, taking notice of all the paintings and large statues depicting Doom with many variations. They pass by a few of Doom's very own Doombots, with the dumb ones of the group like Cubot and Mercury mistaking them for the original, until finally they enter the monarch's very own large throne room, where they all stand notice of a man in armor and wearing a green cape looking out his window.

" **Lord Doom. Your guests have arrived."** A Servo-Guard informed his master of his new acquaintances.

" _Leave us then."_ Doom ordered his Servo-Guard, prompting all of them to exit the room, leaving only Doom and his new dark allies. He slowly turns around and flaunts his cape as he walks towards his guests. _"Greetings. I must thank you all for coming tonight. I know some of you have traveled from faraway places so we could discuss our plans."_

"It's not like I was busy with anything else at the moment, so you're welcome." Eggman said.

"So Doom, now that we're all here, tell us about this new power spoke of." Otto requested from the tyrannical monarch.

"But first, tell us what you know about the ISO-8. Out of everyone in our worlds, you seemed to be the only one knowledgeable of their origins and secrets." Salem asked of Doom to answer.

" _As you wish. The ISO-8 you all speak of was originally an element called Neutronium that can be only found in the Exo-Space, a dimension outside all our realities, where negative and positive matter coexist simultaneously."_ Dr. Doom starts explaining to his allies of what he knows about the ISO-8 and their secrets.

"A dimension outside reality?" Cinder questioned with an intrigued look on her face.

" _That is correct. A few months ago I tried to harvest the Neutronium for myself, but its atomic structure made it impossible for it to exist in normal space, that is, until our entire multiverse was completely destroyed and repaired."_ Doom revealed, shocking his cohorts about the multiversal destruction.

"What?! Our entire reality was completely destroyed?! How did that happen?!" Otto asked.

" _Through many months of research, I've pinpointed the origin of the cataclysm to Dr. Eggman's dimension."_ Doom quietly responded to bring back order to this malevolent alliance.

"What?! My dimension?!" Eggman yelled.

" _The energy that destroyed our reality came from a failed attempt in trying to rewrite our universes by harnessing those Chaos Emeralds in your world, doctor. Only you had the means of pulling off a stunt like this based off your past work,"_ said Doom.

"But I don't remember anything about manipulating the Chaos Emeralds to reshape the entire universe! The closest thing that comes to mind was when I used _one_ Chaos Emerald to launch my Genesis Wave, splitting my world into different pocket dimensions so it would make them easier to conquer." Eggman told the Latverian King.

"You separated your entire world into small dimensions? That's honestly quite brilliant." Salem complimented the egg doctor.

"Why, thank you." Eggman embarrassedly accepted her compliment.

" _From what you're telling me, you don't remember rewriting reality because you lost your memories of the event. You must've performed a 'Super' Genesis Wave using all seven chaos emeralds, but because of some interference during the shift, reality was destroyed instead and eventually brought back to life, with most of us possessing slightly altered memories of our past."_ Doom deduced.

"Now that I think about it, I do vaguely recall actually launching a Super Genesis Wave with another mustached scientist, but that's all I could remember." Eggman pondered his memories, vaguely remembering a man with ambitions similar to him but eventually had a falling out at the end.

" _It doesn't matter anyway. Thanks to your Super Genesis Wave and my portal leading to Exo-Space, that entire neutral zone was also affected and altered, changing the Neutronium's isometric form from seven to eight-atom groups, making it more stable, more powerful than ever before, and perfectly comfortable in real space. But because of the failed Genesis Wave, all the excess chaos energy infiltrated the Exo-Space through my portal, proving too much for that dimension to withstand. If I didn't intervene, this entire universe would've been wiped out from existence, maybe more. But the resulting powers between my magic and the chaotic energy of the Exo Space stilled caused an explosion, not destroying our reality, however, it simply spread the ISO-8 across the universe, with a massive percentage of them landing directly here on Earth."_ Doom informed the other villains.

"So that's how the Pulse began. It was you that scattered the ISO-8." Octavius professed.

"So at the end of the day, it's safe to assume the ISO-8 is a primordial byproduct of creation itself, acting as a sort of 'cosmic counter' after each multiversal renewal." Salem theorized.

" _That's the same theory I arrived at. You all should be grateful to me for inadvertently granting you power beyond your wildest dreams."_ Doom said to them.

"Eh. More or less, I guess." Cinder shrugged.

"But this isn't the power you speak of. What is it exactly?" Otto asked of Victor.

" _Follow me."_ He quietly ordered his new associates, making their way out of enormous throne room.

 **BGM End**

* * *

As the team of evil walk through the treasure hall of the castle, they each take a moment to observe all the unique artifacts Doom has acquired over the years, some which existed in entirely different universes all together.

"Is that…" Otto stops in his tracks as he and Eggman spot two golden gauntlets up for display on a table, with each gauntlet possessing six simple-looking stones of different colors.

Both doctors take a hold of a gauntlet and put it on their right hand. "Ohohohoho! This must be that Infinity Gauntlet you told me about, Otto." Eggman said with a grin.

"Two of them in fact. Doom must have obtained these two from two different universes." Otto said.

" _And because they are from different universes, you can't use them here, leaving them utterly powerless."_ Doom told them as he walks by, leaving the sadden doctors to depressingly put back the powerless Infinity Gauntlets to their display rack.

With Salem, she opens a door leading her to a library filled to the brim with books about all sorts of magic spells. "Are these…" Salem is left stunned at the huge library just as Doom arrives to meet her.

" _This is my library of magic. You're welcome to read as much as you like."_ Doom offered the dark mistress of Remnant unlimited access to his library of the mystic arts.

"I've collected books about magic over the years, but not this many." Salem takes some time to walk around the library and take out a few books for her to read. "This is most unconceivable. Some of these spells shouldn't even exist anymore." She takes another second to look around until her eyes are met with four strange artifacts left on a nearby table. "What are these?" She asked Doom as she picks up the book relic.

" _Powerful artifacts I recently discovered while exploring the world. Relics that are very much like the ones originated from your world. You are allowed to keep them if you choose. Doom has no need for them."_ Doom offered the sorcereress powerful relics for her to keep.

"You are truly a most gracious and kind host, Victor. You have no idea the amount of years I've spent trying to collect the relics of my world without any…interference. Maybe with these I can restore my lost power." Salem said while staring at the four artifacts.

" _Your lost power?"_ Doom questioned what she meant by that.

"My recent setback involving the symbiote invasion and a certain hero have left me _sick_ , you could say. Those…stingers of his have greatly hindered my magic and strength, allowing me to barely use or control a fraction of my original power. I can't even summon the piece of the symbiote that's permantely attached to me anymore. I'm even having trouble controlling my Grimm, so you can imagine the kind of hell I'm going through at the moment." Salem informed him of her sickness.

 **BGM-Dragon Ball Xenoverse OST-Cutscene: Standoff**

" _I see. Well, we'll try to see if Latverian science can cure you of your 'sickness'. But for now it is time to show you all the power I promised you all."_ Doom said to her, leading Salem and the rest of the villains of evil to his highly advanced research lab, where they all spot a cosmic green gem that's shaped a radiant cut possessing what appears to be a black cosmos inside the gem, displayed in the middle of a machine researching its power.

"What is that?" Cinder asked as everyone but Doom stand still and watch the tyrannical king take out the stone from its pillar.

" _This is what I call an Exo Stone."_ Doom answered, showing off his cosmic gemstone to his allies in evil.

"An Exo Stone? Never heard of it." Eggman stated.

" _That because it was recently formed after the heroes fixed reality during the end of the Goblin War. It was also during this time is when the ISO-8 started integrating itself onto your worlds' history since we were all closely linked to another death and rebirth of an entire multiverse,"_ stated by the genius intellect of Victor von Doom. _"The Exo Stones are a rare and unique set of ISO-8, eight of them in total. They not only possess similar energies and properties to the Chaos Emeralds, as well as the relics and maidens of Remnant, they are essentially shards of our old multiverse."_

"A power to _rival_ that of the Infinity Stones…" Otto said with complete interest.

" _And in some ways surpass them. The Exo Stones are more versatile in their capabilities, as well be used in any dimension beyond this one. This 'Espeon Stone' I call it grants the user vast psychic abilities like the Mind Stone, but it also has the power to manipulate the wind element, kind of like a Maiden."_ With the power of the Espeon Stone, Doom uses it to summon a strong cosmic storm inside his laboratory, using his mind to control its violent ferocity but still capable of almost pulling everything inside the hurricane including his new allies. _"This is the reason I invited you, to change your fortunes! To give you the gift of life-changing power!"_

Standing behind the collection of the top baddies of the multiverse, an even greater baddie appears in a blaze of glory, getting the villains' attention when he softly speaks the name, _**"Doom. You are a fool."**_

" _Dormammu."_ Recognizing the dread lord of the dark dimension, Doom destabilizes his psychic hurricane so he and the fire lord could have a little 'chat'.

" _ **I have been watching you from my Dark Dimension,"**_ said the Dark King, charging up his flames in both palms of his hands. _ **"You are playing with power beyond your command. Power, from the cosmic gods. Did you think I would stand by and let you-?"**_ But before he could finish his threat and destroy the egotistical fool, Dormammu disappeared, presumably thanks to the immense power of the Exo Stone in Doom's possession.

 **BGM End**

" _Anyone else?"_ He coolly asked his cohorts, who are all left extremely dumbfounded that he just effortlessly beaten an opponent that gives Doctor Strange a run for his money.

" **I, uh, think I speak for everyone that we will kindly decline on that offer."** Orbot spoke for the rest.

Doom sighed before walking around his combined alliance. _"Alas, even with my intellect and my kingdom's resources, finding the rest of the Exo Stones have proven quite troublesome, let alone learning how to properly control its power. But some of you have mastered manipulating ISO energy through your own, unique means. That is another reason why I called you all here. With our forces combined, we will be able to locate all the Exo Stones that have been scattered across time and space, and with their power, it will be easy enough to take over this entire multiverse once we have all eight in our possession. But I suggest we take some time in learning how to use the one we have now to its fullest potential. What do you say, my Masters of Evil?"_ He asked his newly-formed team on their opinions about actually teaming up to finding the other seven Exo Stones.

"Oho! After that most marvelous performance, how could I refuse? You truly got yourself a deal, Doom! Count me in!" Eggman ecstatically agreed to the team up.

"Same here." Salem also agreed to fully devote her life in finding the Exo Stones.

"I'm just joining for the thrill of it." Cinder added her opinion.

" _And what of you, Dr. Octavius?"_ Doom asked of Octavius' answer if he'll truly join them or not.

"I'll join too, but there is just one _itsy bitsy_ problem that could hinder our problems if we're not careful." Otto told him.

" _What are you referring, Otto?"_ Doom wondered.

"I'm referring to Spider-Man and his interfering friends." Octavius answered the king doctor.

"That's right! Once Sonic learns I've joined this alliance, that blue pest and his Freedom Fighters will try and interfere, just like what they've been doing since they were kids!" Eggman told him.

"Let's not forget to mention we might have to deal with the Huntsmen of my world, most notably Ozpin and those group of kids led by that silver-eyed child." Salem referred.

"And just recently they've formed their own superhero group called the D-Avengers. I'm sure with a team led by the Spider will surely be troublesome for us, won't it?" Cinder asked with a devious smirk on her face.

" _And why is that, I may ask?"_ Doom asked, not seeing the bigger picture here.

"Do not underestimate the wall-crawler, Doom. I know that better than everyone else in this room, having fought him consistently for almost three years." Otto stated, remembering his past battles against the amazing web-slinger. "During every time we've fought one another, he was always formidable, powerful, agile, almost invincible. And while I hate to admit it, the child also possesses an intellect that rivals that of my own. He is an anomaly in any villainous plot. A wild card that could trump our deck with a single blow."

" _I'll agree that the Spider could prove a problem. I too have fought the bug quite a few times in recent years, annoyingly persistent in my games, nothing more. But, it wasn't until recent events is when I learned how dangerous a threat he could propose given the correct circumstances. It would seem I have underestimated the powers a spider could pass on. Maybe that's the key for global conquest."_ Doom said.

"Are you proposing we create our very own Spider-Army?" Salem asked him.

" _That's what I'm thinking of. It would provide a good test run for our Exo Stone. Imagine. An army of invincible Spider Soldiers, all under our control with the Espeon Stone. No one would be able to stop us with that kind of power."_

"But how can we begin creating such an army? None of us possess a slick of Spider-Man's DNA." Eggman told him.

" **Ooo! Ooo! Maybe we can buy a copy from EBay! Everyone does it!"** Cubot suggested, only for Eggman to smack him away, thinking that's a stupid idea.

"I know where we can obtain the Spider's DNA. I have in possession his old husk of a body after he died and shed his skin. Its back in my trophy room at my home in Remnant. We can use that to further our goals." Salem proposed to the rest of the Masters.

"The Spider shed his own skin?! That's scientifically impossible." Otto said in disbelief.

"Not to mention disgusting." Emerald added.

"He is no ordinary Spider, Otto. He's a Spider-Totem. A dangerous one that's connected to some 'Great Web of Reality'." Salem informed him.

"I have no idea what that is, but if his molted body could help us create our own spider mutagen, we're going to need it _and_ a certain other somebody who is quite experienced manipulating spider DNA." Otto told the team.

"Let me guess: Osborn?" Cinder asked with her hand beside her hip.

"Of course not! I don't think any of us wants to work with that lunatic after what he pulled. No. This is an individual that Goblin himself went to for one of his plans to work. A plan to create the perfect clone of Spider-Man and make him his eternal servant." Otto informed them.

"And who might that be?" Eggman asked of this person's identity.

"He calls himself, the Jackal." Dr. Octopus revealed.

* * *

 **Underground Lair Below Central Park**

Inside this three story high-tech facility for various testing and research, one of Spider-Man's long forgotten villains have been living down here for many months, making the Spider believed that he has died after their recent clash, not knowing he's been constantly under his nose. This man used to be called Miles Warren, a biology teacher for Midtown High. Now he's a full-time criminal called the Jackal, sporting an appearance of an actual, green humanoid jackal that _loves_ to make clones of himself and Parker, as well as Gwen Stacy for some creepy reason.

Standing by his master and his clones is a mutated man-spider creature wearing green pants and metal gauntlets over his arms, as well as a blue hoodie that's covering his spider-like face and spider-legs growing from his back.

" _Progenitor DNA recognized. Identity confirmed: Professor Miles Warren. The Jackal."_ The lab AI opens up the door for the Jackal and his man-spider servant to enter.

"The one and only." Jackal boasted, earning a small _**"Hrrrh"**_ from his spider beast. "Oh, don't be like that. You need no introduction. You're one of my prize students. Just live vicariously through me. Trust me, there's a LOT of that going around."

The two enter the lab and are greeted by the other Miles clones. "I've got the genetic resequencer back online." One clone told the original.

"Good work, Miles." Jackal replied.

"Miles #6 called in. He's secured the location for tomorrow." Another clone informed his real self.

"Ah! A man after my own heart. And all other major organs."

As they continue walking down the main lab, the spider servant senses a strange presence approaching the laboratory, prompting him to get on his guard. "What's wrong, Tarantula? You sense something?" Jackal asked, just as one of the inner walls explodes startles him, killing a couple Warren clones in the process. "What the?! Who did that?! Was it one of you fools?!" Jackal asked his remaining clones.

Standing outside of the smoke, the Jackal and Tarantula sees a dark red-and-black figure walking on four red spider-legs out of the smoke, purposely stepping on the dead corpses of the Jackal's clones. Jackal gasp in shock as he meets what appears to be Spider-Man, with his newest partner in blue flying by and landing next to him. "Wha-?! Spider-Man?! How did you find me?!"

Tarantula wastes no time charging straight at this robotized wall-crawler with the intent to rip its circuits out. The metal blue hedgehog quickly flies right at the beast only to be casually smacked away to the side. Tarantula jumps high into the air and ground pounds the robot spider to the ground. The machine tries to fight back but this organic monstrosity proves to be too much even for its programed strength, leaving him defenseless as the beast starts to rip him to shreds.

" _ **Back off, creep…"**_ A deep voice belonging to a woman spoke up from out of nowhere. Tarantula suddenly finds his hands webbed up with red webbing, leaving him ready to be kicked in the jaw by a woman wearing a uniquely dressed crimson bodysuit and kimono-style jacket, as well as having her own version of the spider emblem plastered on her chest and back. _**"If you know what's good for you."**_ She said. She deforms her mask to reveal that of a grinning Cinder, standing by her partners, Emerald and Mercury, walking out of the shadows, with Metal Sonic and Mecha Spider-Man fully recovered from the earlier trashing.

" _ **Ssssspider…Symbiiiote…"**_ Tarantula speaks with a growling snake/beast-like accent.

"Alright, I give up. Who are you people? And why are you hanging out with a robot version of the wall-crawler?" Jackal asked the intruders.

"We're here to do business, Warren." Doc Ock walks out of the smoky shadows using his tentacles so he could properly greet Miles Warren.

"Dr. Otto Octavius? How did you know I was here? More importantly, how did you guess I was still 'around'?" Jackal asked the megalomaniac criminal.

"If I was a master of cloning, would I _truly_ sacrifice my real body if I foresaw my own demise?" Otto asked him with a smirk.

Jackal shrugged with his arms crossed. "Nope. I guess not." He chuckled before getting back on topic. "Anyways, what brings you and your crew underneath Manhattan? Decided to move in? I have plenty of room." He joked.

"We're here to offer you a job, Warren. The Masters of Evil have requested your perfected expertize in manipulating spider DNA for a little project." Otto proposed of him.

"Masters of Evil? Never heard of it." Jackal said.

"We just recently formed not too long ago. We'll be heading back to Latveria shortly. I suggest you hurry up with your final answer." Otto said with crossed arms, all six of them.

"Latveria?! You mean Doctor Doom is in on this?! Then why didn't you say so! Count me in! Finally, I'm stepping into the big leagues, baby! If only mother could see me now!" Jackal exclaimed with excitement.

" _ **Hssss…"**_ Tarantula murmured.

"Oh no one cares about your opinion, my boy. Let's just go already! Watch over the place for me, Miles'!" Jackal replied to his creations, following Doc Ock and his team back to the jet that'll take them back to Latveria.

* * *

 **Later…at Latveria**

After arriving at Latveria, the Jackal and his Tarantula were greeted to the Masters of Evil led by Dr. Doom and have just been told everything about what they have planned with the Exo Stone and their worlds.

"So let me get this straight: You all want ME to mess with a cosmic space rock of unlimited power, combined with a tissue sample from the Spider's molted dead body, to create a virus that gives everyone spider powers for us to control?" The Jackal summarized their grand plan for world conquest.

"That's pretty much the gist of it." Eggman nonchalantly answered.

"Are you sure you can handle this, Professor?" Salem asked Warren just as she hands him Spider-Man's old shedded husk.

"HA! Lady, messing with the Spider is what I'm best at. You'll all get your spider army. It shouldn't take me too long with the amount of equipment our most bodacious leader has granted me access to." Jackal answered with a smile.

" _Just hurry up and get to work, Jackal. We have a busy day ahead of us. If you fail, I will personally make sure you stay dead, along with the rest of your measly clones."_ Doom threatened the cloning professor from his throne.

"Ahahaha! It's a promise, Doom. Game on, Spider-Man! The Jackal's back and better than ever! Let's see if you and your so-called D-Avengers can stand up to a trans-dimensional army of Spiders! I can't wait to see the defeated look on your face." Jackal grinned before bursting out in another maniacal fit of laughter.

* * *

 **BGM-Dragon Ball Super OST-Limit-Break x Survivor (Preview)**

 **Spider-Man: It's your Friendly Neighborhood Spider-Man speaking. Finally summer vacation at last. Now I can go home and not have to worry about anything blowing up on my face. Oh who am I kidding? I'm in the middle of stopping a massive bank robbery led by some of Kingpin's mech armored goons, not to mention some old sparring partners of mine. Luckily, my oh-so awesome teammates have arrived to provide me some with backup. So let's kick these guys' can so we can get home in time for lunch.**

 **Next time on D-Avengers: Spider-Island DX:**

 _ **D-Avengers Assemble**_

 **Spider-Man: Avengers Assemble! I always love saying that.**

* * *

 **KFX here: First chapter of the story is finally done. I cannot begin to tell you all how much I am looking forward to writing this story, which will make it feel like a classic Sonic the Hedgehog adventure. We got some original ideas that will pop up later on, as well as new characters. I also hope to make up some team attacks for the D-Avengers. If anyone of you have any suggestions for team attacks, I'm all ears. Anyways, here are the brief descriptions of Metal Sonic and Mecha Spider-Man as I will be doing this for** _ **some**_ **new characters if I have time:**

 **Metal Sonic**

 **Age: It's a robot. Why should it age?**

 **Alignment: Evil**

 **Affiliation: Masters of Evil, Eggman Empire**

 **Description: This robotic duplicate of Sonic the Hedgehog is created with the single purpose of surpassing and defeating its carbon self, even going as far as sometimes betraying his master, Dr. Eggman, to accomplish that very goal. Metal Sonic possess speed and strength that usually gives Sonic a hard time to counter, but in the end it still proved ineffective to defeat him. Even still, despite under Eggman's full control, Metal Sonic still retains that single-mindedness of one-day surpassing Sonic.**

 **Mecha Spider-Man v2.0**

 **Age: Doesn't age. It's a robot.**

 **Alignment: Evil**

 **Affiliation: Masters of Evil, Dr. Octopus**

 **Design: Based off Spider-Man's classic costume with its own dark spins on it (Primarily based off the Superior Spider-Man costume from the comics)**

 **Description: After it was previously destroyed during the doctors' first inter-dimensional team-up, Dr. Octopus has built a new,** _ **superior**_ **version of Mecha Spider-Man, more dangerous and more powerful than it was before. Similar to Metal Sonic, Mecha Spider-Man's only desire is to surpass and destroy his organic counterpart with extreme vengeance. Possessing strength and skills that can match up to Spider-Man's amazing power, Mecha Spider-Man is an entire force to be reckoned with thanks to its spider arms and venom blast among many things, because with great power comes greater opportunities to utterly decimate anyone that stands in its way to accomplish its one and only goal.**


	5. Issue 2: D-Avengers Assemble

_Issue 2: D-Avengers Assemble_

 **Prime Earth, Midtown High School**

Peter Parker, along with the rest of his biology classmates, are currently in the middle of their final exam, simultaneously impatient for the school bell to ring and end their class before their summer break could begin. Their teacher, Raymond Warren, was reading his favorite book until he was met with a fully finished exam from Peter's hand.

"Finished, Professor Warren." Peter said while handing his professor his test.

"Thank you, Peter. Knowing you, I assume this is an A+ paper, so I'm going to hand back your exam with a fully marked score. No need to thank me." Warren graded Peter's paper and in a few seconds handed back to the young lad with an 100% score on the top left corner.

The bell indicating classes are done rings, prompting half of the jumpy students to quickly exit the room without turning in their exams. "HEY! WAIT! SOME OF YOU HAVEN'T TURN IN YOUR EXAM," yelled Warren. He turns back to Peter, "Enjoy your summer vacation, Mr. Parker. See you next year." He gives Peter a firm handshake before hurriedly running out the door to call in the students who haven't turned in their exams.

* * *

 **Few minutes later…**

 **BGM-Sonic Adventure OST-Welcome to Station Square**

The hidden hero of New York walks out of his high school along with his best friend/next-door neighborhood/ex-girlfriend, the wonderful Mary Jane Watson while passing by other excited students like Flash Thompson and Liz Allen who are overly-happy the school year is done for now.

Peter kisses his graded exam with glee before speaking to the redhead. "A+, _as usual_. Ahhh. There is no better way to end off your junior year than with a perfect score."

MJ chuckled, "I'm not surprised, since you are as smart as Reed Richards. I'm just glad this year is over and can catch a nice long break. Hopefullywithout any _unusual_ disturbances thrown in the mix." She gives Peter a snarky glare and smirk.

"I'm not making any promises." Peter responded with a finger wag.

"By the way, when are Yang and the others coming? I'm planning on taking them on a little shopping spree while there's still a 50% sale off at Macy's." MJ asked.

The brown-haired vigilante simply shrugs while giving his response. "Their classes should be done about now, I think. Maybe. I expect they'll come in the next hour or so."

"And what about Sonic?" She asked about the current whereabouts of the blue hedgehog.

"He'll most likely be late. He tends to forget to carry a watch while on one of his adventures. As for me, I'm going to find a nice quiet rooftop for me to sit down on while eating my lunch." Peter told MJ while trying to grab his backpack behind his back, only to find it missing. "Wha-?"

"You were excited and left it at class." MJ informed him.

"Oh come on!" Peter complained, hurriedly running back to his classroom, leaving the beautiful redhead alone to chuckle at his incompetence.

 **BGM End**

* * *

 **Mobius, Green Seaside Zone**

 **BGM-Sonic Mania OST-Introduction (Tee Lopes Version)**

In another world different from Peter's, at an island located near the sea and filled with high hilltops and loopty-loops, a small but extremely fast blue blur runs down and up multiple landslides and loops without a care in the world. This blue blur almost trips for a second, looking what appears to be a blue hedgehog, before speeding up and rolling into a ball, smashing through many animal-themed robots that were harassing the environment. The hedgehog jumps to the tallest hilltop of the zone by bouncing on top of a red-colored spring, taking a second to marvel at his beautiful surroundings before being forced to flee and destroy blue bee-shaped robots with a spin attack, freeing the small woodland animals that were used to power the machines. With the robots destroyed, the hedgehog takes a chance to give the animals a thumbs up, then proceeds to continue his adventure across this zone.

 **BGM End**

While still feeling the wind in his face as he runs, the blue hedgehog looks ahead and spots four purple giant, humanoid-shaped robots holding a massive hammer over their dome-shaped head. The hedgehog smirks, "Super Badniks? Really? Does Egghead really think these could slow me down?" As he speeds up to confront the giant hammer bots, blue boy notices a mysterious rainbow-colored ring floating slightly above the ground in the middle of a golden ring trail. "That looks interesting." The hedgehog passes through the ring trail, absorbing their power along with the rainbow ring, granting him an enormous burst of power, enough to simply spin through all four hammeroids in a blink of an eye, causing them to explode before he could land back onto the ground. "Man, that was intense! Who knew using one oddly-colored ring that you never seen before could grant me such power and excitement?"

Though he was excited of what he just experienced, the hedgehog takes a serious moment to think about that ring. "But seriously, where did that ring come from? I never seen anything like that one in these parts, or anywhere else in the world for that matter. In fact, it almost felt like using one of those 'ISO-8' whatchamacallit from Earth. But that's impossible. They only exist there, not here, don't they?" Before he could ponder this any longer, his eyes widen as he remembers something very important. "That reminds me. I need to get ready for my vacation at New York. Don't want to keep the guys and gals waiting." He performs a figure-eight with his feet and swiftly runs back home.

* * *

 **Mystic Ruins**

 **BGM-Sonic Adventure OST-Mystic Ruin**

After taking the train station, the blue hedgehog arrives at the ancient Mystic Ruin. He quickly runs across the large grassy plateau until he's standing in front of a medium sized workshop. "Tails, I'm home little buddy!" He said while knocking on the door, using his key to open it, finding himself inside the workshop where he spots a two-tailed yellow fox and his robot dog in the middle of packing their gear.

The fox boy turns around to see his best friend standing inside the building. "Sonic!" Tails said with delight.

"Sup Tails. T-pup." Sonic waved with a wink.

T-pup barked while Tails runs up close to the teenage hedgehog. "So, got your bags ready for our vacation on Earth?" He asked him.

"Uh, not yet. Sort of forgot it was today." Sonic replied, looking a little embarrassed when he said that.

"Uh. You're hopeless." Tails responded while giving Sonic a deadpan glare.

"Heh. Just give me five seconds and we'll be ready to leave in no time." Sonic boasted.

"Three seconds." Tails smirked.

"Now you're speaking my language." Sonic said, but before he could pack up his items, he remembered he had something to tell his fox bud. "Oh, I almost forgot. Tails, while I was enjoying myself over at Green Seaside Zone, I found this multi-colored ring that had energy similar to that of the ISO-8 from Spidey's world. Do you have any idea why that stuff is here? I thought they were only available on Earth."

"Hmm. I don't know. I've actually been receiving small readings of the ISO-8 popping up lately as well. Not too abundant like they are on Earth, nor as common to find, but there's definitely new and unique ISO-8 crystals somewhere out in our world at the moment." Tails informed the hedgehog of his research.

"Maybe we had a Pulse that we didn't notice? Ah who knows. We'll just ask Peter and the other smart guys what they know." Sonic said with his arms crossed.

"Are you sure we should be spending our vacation on Earth? We haven't heard from Eggman lately. What if he attacks and we weren't around to stop him?" Tails asked, a little worried.

"Don't sweat it, T. Sal will call us if he shows his egghead again, and we'll bring the whole gang from Earth and Remnant to make sure he learns his lesson about interrupting a hero's vacation." Sonic quickly gathers his bags in two seconds flat. "Now come on. We don't want to keep your internship with Mr. Stark waiting, can we?"

"Yeah! Let's go!" Tails cheered, hovering above the ground with his tails while T-Pup flips and barks.

 **BGM End**

* * *

 **Remnant, Beacon Academy**

 **BGM-Dragon Ball Super OST-Limit-Break x Survivor (Relaxed Version)**

Over at another world in this large multiverse, a little girl by the name of Ruby Rose is currently inside her dorm at her Huntsmen school, packing her belongings now that her first year at Beacon Academy has wrapped up brilliantly, despite enduring a few world-ending threats during the entire year.

"Got my gear?" She walks over to her big red scythe, the Crescent Rose, lying next to the wall and transforms it into its compact form, putting it underneath her cloak at her waist. "Check. Got my bags?" She puts on her huge backpack while holding her rolling luggage. "C-Check. Got my prototype web shooters to work?" She puts on her own design of Spidey's classic web shooters and puts them on her wrist. She presses on the nozzle multiple times to get the darn thing to shoot webbing, finally getting it to work after the 20th attempt. "Eeee! It works! Whelp, I'm all done here. Bye Beacon. See ya in the fall."

The little huntress walks out of the campus doors along with the other thousands of students. She quickly glances at some students taking a Bullhead or an Airship back to their hometown while trying to look for her friends in Team RWBY and Team JNPR. She managed to find them standing out in the busy courtyard, currently conversing with one another about a particular topic.

"…What do you mean you're busy for the summer?" The heiress to the Schnee Dust Company, Weiss Schnee, asked Pyrrha Nikos of Team JNPR.

"Only for a few days or so, that's all," answered the redhead huntress.

"Hey guys, what seems to be going on?" Ruby asked her friends just as she arrived.

"We've been tasked to do a little work over the summer, so we can't exactly stay with you guys on Earth. Someone's gotta watch over Beacon while everyone's away." Jaune Arc, the leader of Team JNPR, told her.

"Awww. That's too bad. Now it'll be 25% less fun without you guys." Ruby's big sister, Yang Xiao Long, said with her hands behind her head.

"What do you mean '25%'?" Jaune asked but gets no answer.

"Don't worry. We'll try to find some time so we could hang out together." Lie Ren told them.

" _Assuming_ you 'Avengers' aren't out saving the world again." Nora Valkyrie leered at Team RWBY.

" _D_ -Avengers. The Dimensional Avengers I believe we are called." The cat faunus, Blake Belladonna, corrected the jealous hyperactive huntress-in-training.

"Blech.I still don't like that name. D-Avengers." Weiss commented.

"Why? I like it." Ruby told the white-haired heiress.

"I'm not surprised. You like anything that involves superheroes." Weiss replied, crossing her arms in annoyance to Ruby's childish behavior.

"Whelp, we're gone. Send our regards to Peter, okay?" Jaune requested.

"Okay! See ya guys!" Ruby and the other members of Team RWBY waved good-bye to JNPR as they leave the campus, leaving the girls all by themselves.

"We should start going. I actually need to talk to Peter and Mr. Stark about something." Weiss said.

"Is this about what your company found a two weeks ago?" Blake asked.

"Yeah. A few weeks ago, my father contacted me that they recently discovered what appears to ISO-8 enhanced Dust crystals from a mine at Atlas, only in small quantities I might add." Weiss told her friends of what she's been told.

"ISO-Dust? From this planet? Can't you only find that stuff on Earth? What's it doing here?" Yang asked the heiress.

"From what I've been told, the ISO-8 found here has been dated back for over millions of years. We have no idea why it's here, or why only _now_ we're discovering this stuff." The Schnee heiress said.

"Eh, who cares? As long as it's not ripping the planet apart it's not much of a big deal." Ruby shrugged.

"Is it wrong that you're starting to remind me a lot of Peter with that attitude of yours?" Weiss glared at her rosy leader.

"You make it sound like it's a bad thing, Frost Princess?" Ruby smirked back at Weiss, getting a giggle from both Yang and Blake.

The Frost Princess growled, "Let's just go to Earth before I _really_ get mad."

"That would be _chilling_. See what I did there?" Ruby punned, getting a laugh from Yang, a chuckle from Blake, and another annoyed growl from an annoyed Weiss.

 **BGM End**

* * *

 **Prime Earth, Manhattan**

 **BGM-Marvel's Spider-Man PS4 OST-"Spider-Man" (Main Theme)**

High above the afternoon skies of New York and after retrieving his bag from class, the Amazing Spider-Man gloriously web swings across town so he could find a proper place to eat his lunch without being disturbed. After a minute of searching, he found the perfect rooftop for him to relax and enjoy the view, scaring a common bird once he landed on the edge.

"Step aside birds. Your Friendly Neighborhood Spider-Man is having lunch." Spidey opens the part of his mask that's hiding his mouth, then proceeds to unpack his backpack to reveal his lunch: a homemade sandwich just for him. "Haha. PB and J with the crust cut off. Thank you Aunt…May." He stops talking once his he hears a call for help from his suit's built-in police scanner.

The avenging webhead puts his fingers over his ear so he could properly listen to the scanner. _"Calling all available NYPD units. This is Captain Yuriko Watanabe calling for immediate backup. We are currently at war with Kingpin's armored thugs and other gang members outside of the JPMorgan Chase & Co building at Park Avenue. I repeat, we need immediate backup. STRONG backup."_

Spidey looks down below to see a dozen police cars blaring their sirens while racing down to the bank at top speed. The hero sighs as he is in no mood to deal with this, especially during lunch time, but knows as the city's sworn protector, he has to force his butt to get up and save the day as usual. "I can never catch a break, can I?" Pete mumbled to himself, then finds his sandwich snatched by the same bird he scared away earlier. "Hey!" He groaned. "Yuri so owes me for this."

 **BGM-Warbly Jets-"Alive"**

The hero of New York springs up from the ground and free-falls back to the surface, firing a string of web for him to stylishly swing on as he follows the police cars to the scene of the crime. While this is happening, Sonic, Tails, and T-Pup have arrived on Earth, standing on top of a New York rooftop. "Ah yeah! This is happenin'!" Sonic fist bump the air after a successful trip.

"Sonic! Look!" Tails points the speedy hero to the group of speeding police cars down on the surface. The duo and their dog drop down to a sidewalk to see where they're headed.

"What's up?" Sonic questioned on why the police are in such a hurry.

"They seem to be in a hurry. To what I have no idea." Tails answered him. As they continue staring at the police cars, T-Pup barks to something, or someone, swinging from a web above the Mobians. "Sonic! Look! It's Spider-Man!" The dual-tailed fox informed the hedgehog.

"When there's Spider-Man, there's trouble. And when there's trouble, there's loads of fun. Let's go!" Sonic smirked, performing a figure-eight with his feet and starts racing down the streets to follow Peter and the sirens at lightning speeds, with Tails and T-Pup not far behind them.

Meanwhile, in the middle of Time Square, Team RWBY have also arrived back on Earth, taking a second to be in awe of the countless TV screens and wonderful advertisements plastered everywhere in this middle intersection of Manhattan.

"Okay, what should we do first?" Ruby asked her teammates of their first objective.

"Look for Peter. Duh." Weiss stated the obvious.

"Look!" Blake points her finger to a web-swinging Spider-Man flying above Time Square while following the police cars to the scene of the crime.

"HELLOOOO NEW YORK!" Spider-Man shouted to his fellow New Yorkers below.

The people of New York cheer loudly for their beloved hero, encouraging him to take down whatever crook that's disturbing the peace of the neighborhood. "GO GET 'IM, SPIDEY!" One woman shouted.

"Seems like public reception of Spider-Man have improved since last time." Yang said with a smile.

"C'mon! Let's get in costume and help him out!" Ruby commanded her teammates, with all three huntresses agreeing, finding a safe spot for them to change into their own superhero costumes and begin heading out towards the danger.

 **BGM End**

* * *

 **JPMorgan Chase & Co Headquarters**

 **BGM-Spider-Man 3 Game OST-The City #2**

Outside the headquarters of the largest bank company in the whole country, the entire NYPD led by Captain Yuriko Watanabe are at war with the Kingpin's top soldiers. We have his armored Tech Warriors that were the cause of many crimes before the symbiote invasion a few weeks ago. Then there's the group of punks called the Apocalypse gang helping out with the massive heist by holding hostages inside the complex. We also have the gothic chicks, the Arsenic Candy gang, killing the cops with their pointy umbrellas. And last but stylishly least, there's the Dragon Tails, a groups of ninja-like warriors using their strange talent to distract and bury the police force.

"All units! We're entering a full scale assault! Don't let up! Give 'em everything you got!" Watanabe commanded her entire force squad to stop pulling their punches and go all-out, but even their best won't be enough when confronting giant red mech suit piloted by a Kingpin goon.

The mech grabs ahold of a parked vehicle with just one hand, throwing it at the Captain," Get down!"

But before she could find out the taste of motor death, Spider-Man quickly zips right in front of the captain and grabs the car by the front. "Hey guys! I know finding parking in Manhattan is not easy, but that's no reason to go and make your own." He joked, safely putting down the car onto the street.

"Spider-Man! Boy am I glad to see you." Watanabe said with relief.

"Take clear, Yuri. I got this." The webhead advised her, web zipping into the middle of the combined gang goons and begins taunting them. "I see some of you are new to town. Well let me introduce myself: I'm Spider-Man, your most wonderful hero that you'll ever meet, and these are my fists." The heroic arachnid starts using his incredible agility to swiftly dodge all bullet fire so he could properly introduce his fist to their face. "What's that? You want to know more about me? Then say hello to my new Spinning Arachna-Discs, made from Madripoor!" The rambling wall-crawler takes out spider-shaped disks from his belt buckle and throws a couple at the Arsenic Candy girls, restraining them from moving a single inch. "I also got these Impact Force Bubbles. Made from Wakanda. And no, they are not bubble gum." He launches small green spheres from his custom-made web shooters at the Dragon Tail gang, immobilizing them inside a large spherical force field upon impact. "But these are! Sort of. Web bomb! Made by yours truly!" The Spider launches a small metallic sphere right smack in the middle of some Tech guys and before you know it, the bomb explodes, releasing a ton of webbing, trapping the armored thugs to the ground.

 **BGM End**

"Who's next? I got some Ionic Webbing I've been meaning to test," asked Spidey, popping his wrist out. Behind the web warrior however, there is a Tech Mech ready to smash him into itsy bitsy pieces, but before he could get the chance to fire at the bug, a spinning blur of blue-and-yellow destroys the mech from behind without warning. "Huh?" Spidey turns around to the source of the explosion and finds a spiky blue hedgehog and a small yellow fox with two tails standing behind him.

 **BGM-Yu-Gi-Oh! ZEXAL Sound Duel OST-Winning Formula**

"Yo Spidey. Long time no see. Need a little help taking out these sorry jokesters?" Sonic asked of Spidey while showing a smug look on his face.

Spidey chuckled, "Sure, Sonic. And here I thought you'd be late."

The red-and-blue dream team stand side-by-side, staring down at the dozens of thugs with a big smirk plastered on their faces. Spidey jumps into the air and fires rapid web pellets with his new Ionic Webbing to weaken a Tech Mech's metal armor. The Spider zips to the front head of the mech and punches through the weakened metal, forcefully toss aside the goon that was driving the armored suit. With Sonic, he's using his blinding speed to distract many of gang members, leaving them vulnerable for a few homing attacks to the head or chest at rapid succession. Tails is seen holding his own against a few goons by himself, striking down his foes with his own two tails before stomping right on top of them with a spin attack.

"Sonic! Let's try the ol' Spin-Web Blue," shouted Spidey while kicking a Dragon Tail thug in the face.

"Righto!" Sonic responded with a thumbs up. The blue hedgehog curls himself into a ball, allowing Spidey to launch a webline right at him. The web-slinger spins like a blurring cyclone, swinging the spinballed Sonic smack side to a number of gang members. The Spider temporarily stops spinning so he could jump high into the air and circle himself overhead several times along with Sonic, and once he gains enough speed, Webs slams Sonic lightning fast to the ground, knocking out a majority of the gang members with ease.

"Ah yeah!" Tails cheered for his friends.

The two heroes land back on the ground while sharing a bro-fist. "Never mess with the Dream Team Express!" They both cockily boasted simultaneously.

Meanwhile, Captain Watanabe and her police force are still fighting some of the Kingpin's men, spotting some Apocalypse gang goons landing a helicopter on the roof, presumably to board the cash they stolen from the bank. And if that isn't bad enough, they're also holding some hostages as they walk out the roof.

"Spider-Man! On the roof! They have hostages up there and inside the building!" Watanabe shouted at the heroes behind a police car.

"On it, Yuri," replied Spidey, turning back to give assignments to the Mobian heroes. "Sonic! Race inside and save the hostages! Tails! Fly to the roof and stop them from escaping with the money!"

"Got it!" Tails nodded in response.

"Ah yeah! This could be fun!" Sonic smirked. Each hero race out to perform their own heroics: Spidey stays at the courtyard to beat down and insult some more goons. Sonic storms the inside of the bank, easily dispatching the Apocalypse gang holding people hostage on each floor. Tails flies to the top of the roof and uses his custom-made arm cannon to take down the punks before they could make their disastrous escape with the stolen cash.

 **BGM End**

Back on the ground, Spider-Man and the police are still holding their own against the Kingpin's men, but without Sonic and Tails backing them up they're beginning to get overwhelmed as more Tech Mechs start showing up via dropships. One was about to squash Spider-Man from above, but thanks to his life-saving spider sense, he managed to flip away mere moments before he turned into a spider-cake. "Dude! Are you blind behind that suit? You almost squashed this itsy bitsy spider. Now I need to write you a ticket." He quipped.

The driver driving the battle mech scans Peter, getting a lock-on so he could fire his shoulder missiles to end the Spider's life. Spidey remains confident, getting into defensive position so he could get ready to counter, but it would seem there was no need. A loud battle cry from behind the mech screams out in fury, punching the back of the mech with a single, but powerful vibranium metal fist, causing the mech to tower down on its face, revealing the mystery blond woman wearing a ski mask and a silver tiara.

 **BGM-Yu-Gi-Oh! ZEXAL Sound Duel OST-AR Duel!**

She smiles at the webhead while standing on top of the defeated mech. "Looks like we're here to save you and the day again, huh Webs?" Yang, known as Power Woman in her superhero guise, said to the webhead.

"Heh. Like I needed your help, Power Woman." Spidey mocked her.

The other ski-masked, superhero members of Team RWBY arrive to give an extra hand with the rampant crowd. The Ice Queen Weiss, wearing a costume similar to that of Dr. Strange, creates a giant ice sword with her glyphs to knock away a few gang members as if they were flies. The Black Tiger Blake with a feline attire cuts down the Arsenic Candy girls with her sheathed Gambol Shroud, then proceeds to blast them to hell with her gun mode. And last but certainly not least, Scarlet Rose Ruby, wearing a costume cross of her old uniform with a cloak variant of the superhero mutant Scarlet Witch's costume and red headpiece designed appropriately for her, slashes down on the Tech Warriors with her enormous scythe, then ensnares them with her very own, uniquely made web fluid for her gun-scythe.

"Get smacked, get stuck. Ah yeah!" Ruby fist bumped the air.

"I see _someone_ managed to create their own web fluid. Nice going, Rubes." Spidey complimented.

"Sssh. It's _Scarlet Rose_. I have a secret identity to keep, remember?" Ruby corrected her. She then gets taken back when multiple more Tech Mechs and Tech Warriors arrive to take down the heroes from another dropship.

"Kingpin must _really_ want to rob this bank, huh?" Weiss said.

"Then he should make a proper withdraw next time." Blake quipped.

"Alright, cadets. Let's show Matty Mc Fatty the reunited force of Team RWBYP. Go! Gravity Splat Attack!" Spidey commanded. Ruby charges up an energy gravity shot from her ISO-enhanced Crescent Rose, with some extra oomph from Peter's webbing. She fires, launching it in the middle crowd of the Kingpin's armored thugs, which explodes, splattering them with webbing that also causes them to float in mid-air. Before they land, the Arachnid Avenger zips under their shadows and slams them back down with multiple web strands.

"Frozencicle," shouted Scarlet Rose, commanding Spidey to web pull Ice Queen into the crowd and reel himself out of it, then she uses her glyphs combined with magic she learned from Doctor Strange to freeze the tech-out thugs in place.

"Clone Carnage," shouted Spidey as he flies across the courtyard, throwing Black Tiger to the icicles with another web strand. She then uses her Semblance, combined with the ISO-Dust in her Shroud to form elemental clone copies of herself that explode upon impact, dispersing the goons across the battlefield.

One of the remaining Tech Mechs managed to witnessed the ongoing assault and barely has enough power to stand straight tall. "And last but not least…" Ruby started talking, just as Peter's feet meet with Yang's cupped hands, ready to throw him.

"Explosive Assault!" Pete shouted, with Yang throwing him straight to the armored mech suit. The Web Huntsman surrounds his fists with non-lethal, explosive webbing. He smirks behinds his mask and lets out a battle cry, giving the battle mech the classic crawler assault to the face with explosive results, but that's not all. Once the mech towers flat to the ground, Peter flip kicks high to the air, shooting two web lines on each side of the down metallic menace, forming a sort of bungee spring for Power Woman to launch herself with, yelling "YAHOO" as she does. Thanks to her training with master fighters like Iron Fist and Ryu, she surrounds her right fist with a yellow aura. Her ski mask glows red, indicating she's getting serious. Once she's at close proximity, she screams a loud battle cry and slams the robot with her powerful punch, instantly blowing it up and miraculously not obliterating the guy driving the thing.

 **BGM End**

"Did we just make this look cool, or did we make this look cool?" Spidey asked, giving Yang a unique handshake they made up with a combination of fist bumps and high-fives.

"We sure did." Yang replied.

"We're awesome!" Ruby shouted, high-fiving Peter.

"That seems to be the last of them." Weiss told everyone.

"Hope so." Blake said.

"YOOOOO!"

Both Team RWBY and Spider-Man look to the top of the tall tower to see Sonic grinding down the glass walls, with Tails simply flying down to meet with their friends. "Ah, I see the gang's all here." Sonic grinned.

"All the hostages and money are safe and sound." Tails informed Spidey on their success.

"Nice job, everybody." He congratulated the team of heroes, but before they could celebrate, his spider senses pick up some incredible danger approaching. "Woah. Spidey-Sense picking up a storm." He reels in both Sonic and Tails towards his side with his signature webbing, just seconds before the entrance of the bank tower explodes in a fiery explosion.

"Whew. Thanks for the save, S-Man. Sometimes I wished I had a spider-sense to detect stuff like that." Sonic thanked Peter.

"Me too." Ruby commented.

"Go find a radioactive spider to bite ya and hope to god it won't kill you." Spidey replied.

"Who caused that explosion anyway?" Blake asked.

Then, a creepy but familiar crazed cackle fills the air to answer Blake's question. "Is that who I think it is?" Weiss asked, a little worried.

"Ehhh, your sort of right." Spidey replied.

"Sort of?" Weiss asked on what he meant by that statement.

 **BGM-Dragon Ball FighterZ OST-Confrontation**

Through the smoky ashes that was left by the explosion, a man wearing an orange-colored goblin-themed costume hovers above the smoke with his big demonic glider, laughing manically to his adoring audience.

"Hobgoblin!" Captain Watanabe shouted, recognizing the super-villain.

"There's a Hobgoblin? How many Goblins are there?" Yang asked with a confused look.

"Greetings, New York City! It's your favorite Goblin of all-time, here to bid adieu with my cash and pumpkin bombs, with the latter you can keep while its detonating on your fingertips!" Hobby announced before cackling again.

"Hey! Second-Rate Goblin," shouted Peter, getting the Goblin's attention.

"Spider-Man..." He replied with malice.

"How ya been, Hobby? Still doing the Kingpin's laundry I take it? Don't you get tired of working with the fat man and his smelly socks? I mean, 'phewee', I can smell them from here." Spider-Man quipped.

"As long as I get paid, I don't care how smelly the Kingpin's socks are. Money is all that matters in the world, boy, and I won't let you or your friends get in the way of that _nice little_ mansion I've had my sights on for months." Hobgoblin told the Spider and his friends.

"You really think it'll be that easy," asked a cocky Sonic, repeatedly tapping his foot on the ground. "We beaten the other Goblin, no problem. A faker like you shouldn't be a match for us."

"Ahhh. So these are the heroes that beaten Osborn a few months ago, eh Spider? I honestly don't see how a bunch of spoiled brats could've _ever_ triumphed against one with the power of a god?" Hobgoblin taunted.

"Goblin or god, you're all the same losers who are about to get their face stomped." Yang talked back, gleefully pounding her fists together.

"And we're not just spoiled brats. We're Avengers! The D-Avengers," said Ruby.

"Avengers?" Hobgoblin looks at them for a second, then burst out in a fit of laughter. "You kids? Avengers? Don't make me laugh, child! But, if you truly are Avengers, then it's a good thing I brought in some heavy backup." And in a nick of time, backup arrives in the form of the armored windy mutant, Whirlwind, and Alistaire Smythe, the Ultimate Spider-Slayer thanks to his cybernetics.

"Who are they?" Black Tiger Blake asked the web-slinger.

"It's Whirlwind and the Spider-Slayer! Heh, that actually sounds like an awesome band name." Spidey joked.

"Spider! Focus!" Blake ordered him.

"Right! Sorry!"

"Whirlwind! Smythe! Dispose of these 'Avengers'!" Hobgoblin ordered his partners in crime.

"Alright. Here's the plan: Sonic. Tails. Use your speed to counter Whirlwind's, well, winds. Team RWBY. Use coordinated attacks on Smythe. As for me. I'm going to pound my fist into Hobby's face. Let's go team. Avengers Assemble," shouted Spidey.

 **BGM-Yu-Gi-Oh! ZEXAL Sound Duel OST-Duel!**

"Heha! Come and get some Whirlwind!" Sonic smugingly wipes his nose, getting his legs ready for an awesome battle against the windy mutant. "Just leave this to me!" He said, revving up his feet for battle.

"Get ready to be schooled, blue boy!" Whirlwind threatened the hedgehog, forming a rampaging whirlwind under his upper body for him to ride on. Both masters of the wind begin to clash heads, with neither windbag letting up. Sonic performs a couple of homing attack, getting some nice lickings off the mutant, but then he is blown back to a nearby rooftop after the villain attacked him with tornado arms.

As the mutant races towards the blue hero, leaving a path of destruction on the ground, Tails flies up and uses his arm cannon to daze the bad windman. "Out of my way, kid!" Whirlwind smacked Tails off the air with extreme air currents.

Sonic shakes his head after being blown away, then sees Tails falling to his doom. "Tails! Hold on, little T!" The speedy hero runs down the wall of the building, gaining enough momentum to leap across the air and catches the fox. "Gotcha!"

"Thanks Sonic." Tails said.

"No problem. Now launch me back at Whirly as hard as you can." Sonic instructed him. Tails spins around, becoming a whirlwind himself, throwing Sonic right back at Whirlwind once he gained enough speed, with the blue blur using a spin attack to pound the villainous windbag to the streets below. "Getting sweaty yet, pal? I can see water drops dripping down outside your armor." Sonic taunted.

"Nah. I'm just warming up." Whirlwind summons the full force of his mutant powers, creating a huge, chaotic tornado that surrounds himself, Sonic, and a whole batch of parked cars with some people trapped inside. "I control all forms of the wind, you blue rat! Inside here, I am unbeatable!" He proclaimed, launching the cars that are inside the tornado at Sonic, with some getting a few hits to the blue hero.

"Sonic!" Tails shouted from outside the tornado. "Create your own whirlwind counter-clockwise! It should cancel out his attack!"

"You got it, buddy!" Sonic replied, jumping high into the air and creating his own blue tornado that runs the opposite direction of Whirlwind's. With two very powerful tornados colliding with each other, the combined force somehow cancelled out each other, freeing its captives.

"Impossible!" Whirlwind said, flabbergasted.

Tails takes this time to shoot energy bullets at the mutant baddie, giving Sonic enough time to finish him off with a charged up spin dash, ending his windy terror by sending him flying to a perfume store. "You may control the wind, Whirlwind, but you're no master at it. I am." Sonic proclaimed, pointing to himself.

Around the same time Sonic and Tails were fighting Whirlwind, Team RWBY are locking weapons and guns with the mighty Spider-Slayer, Alistaire Smythe. **"You fools don't get it, do you? I am the Ultimate Spider-Slayer! Designed to rip the likes of Spider-Man into two!"** He boasted, using his claws to swipe at the Huntress Avengers.

"Yeah, but you're no 'Huntress' Slayer now, are you?" Power Woman quipped, pummeling Smythe with rapid-fire shotgun fists.

The Spider-Slayer blocked an attack from Yang and kicks her away, but leaves himself wide open, as Ice Queen uses her Semblance to summon an ice variant of the Grimm, Boarbatusk, and commands it to spin dash straight at Smythe, but that's not all. "By the Demons of Denak, knock off that ridiculous armor." She incanted a magic spell, manifesting numerous invisible claws that start to rip apart the cybernetics of Smythe's armor, then launches him into the air after transforming her rapier into an energy lance.

" **Arrgh! Annoying children!"** Smythe cursed at the girls. He sees Black Tiger standing by her lonesome while he's in mid-air, shooting two web lines from his forearm to strike at her, only to find that was just an afterimage she left behind, with the real Blake up in the skies above him. **"How did she-?"** No time for Smythe to talk, as Blake transforms her blade into an energy whip, surrounding the Slayer with it, slamming him back down to the ground.

Getting really irritated, the armored scientist roars out from his crater, then is almost cut off-guard by the sudden appearance of Scarlet Rose's big scythe. **"Child, step away before I chop off your head!"** He threatened Ruby by showing her his pair of small, jagged blades from each forearm.

"But I already got a haircut before I got here." She quipped, angering the slayer. They both clash blades, with neither letting up, but with the use of her Semblance, Ruby burst into a streaming cluster of rose petals that circles around Smythe, assaulting him at all sides with tremendous speeds. She lands back in front of the guy, charging up an energy shot with her gun-scythe using solar energy, and once that's done, she unleashes a fully charged plasma shot that knocks out Smythe for good, wrapping him with her customized web fluid. "And that's a wrap." She punned, getting a sisterly fist bump from Yang, but a couple of groans from her other two teammates.

The girls all get blown back from the explosions caused from Hobgoblin's pumpkin bombs while he's fighting the amazing web-slinger. "Don't run away, Spider. I'm only here to give you your present." Hobgoblin said, launching Jack-o'-Lantern like missiles from his glider.

"I didn't know you were Santa Claus too, Kingsley. Just don't give me a labelmaker. I already have enough of those." Peter quipped, kicking the missile back at Hobby, then web zips to the top of his glider to have a proper match between men. "Let's dance, Hobs, so I can show a few new moves I've invented like the knee-jerk." He kneed Hobby right in the chest. "And the corkscrew punch." He punched Hob's face repeatedly until he got tired of it.

Goblin elbows Spider-Man off his glider and grabs a few more pumpkin bombs from his man-purse. "Have a taste of my pumpkin bombs, Spider!" He throws a few of those at the dazed webhead, causing multiple explosions in the area.

"I prefer pumpkin _pie_ , thank you." Peter retorted, capturing a few bombs and throws them back towards Hobgoblin, dazing the villain for a big, giving Spidey a chance to pull the wires off his mechanical glider, destabilizing the controls and making it hard to fly.

With his glider out-of-control, Hobgoblin has no choice but to escape to fight another day, "WE'LL MEET AGAIN, SPIDER-MAN! I SWEAR IT ON YOUR FUTURE CORPSE!"

Sonic and Ruby walk up to Spidey, who gives them a simple prompt to finish off Goblin. Sonic curls up into a ball and puts himself inside Ruby's gun socket. Ruby fires the weapon, launching Sonic high into the air as a blue ball of death, knocking Hobgoblin, and a mysterious looking light-blue gemstone from his bag, off the air, only to be saved and captured by a giant web net made by Spider-Man just in time.

Hobgoblin struggles to escape the web but its futile, leaving him defenseless as Spider-Man descends down a web to greet him face-to-face. "This is where I leave the Friendly Neighborhood Spider-Man note. Can I borrow a pen?" He joked to the beaten Goblin.

 **BGM End**

* * *

 **A few minutes later…**

With the heist at the bank dealt with thanks to the efforts of the D-Avengers, the police have captured all the gang members that were involved in the assault, including the likes of Hobgoblin and his supervillain partners.

Yuri watches as Hobgoblin is put inside a police car then walks over to Spider-Man and his Amazing Friends to congratulate them for their assistance. "Thank you, Spider-Man." She started talking, just as Tails' robot dog arrives and gives Blake a scare because of her cat-like nature. "You and your friends have just prevented a major catastrophe if Kingpin got his hands on that much money."

"What was he going to do with it? Buy out all the restaurants in Manhattan?" Yang joked.

"Eh, it was our pleasure, Yuri. Now you owe me a peanut butter and jelly sandwich since mine got snatched by a bird." Spidey told her.

Yuri chuckled a bit, "Okay. See ya later, Avengers." She then walks out to help out with containment.

Spidey starts turning to his friends as he begins speaking, "Whew. Okay. With that out of the way, it's nice to see you all-." He is then interrupted by a surprise hug from Ruby, who is really happy to see her surrogate big brother again. "Hehe. It's nice to see ya too, Rubes. My. Have you gotten taller since I last saw you, or is it just your hair?" He asked while ruffling up her hair like old times.

"Both. Maybe the latter." She giggled.

"So what were the deal with those gangs? Are they new?" Sonic asked the webhead hero.

"Yeah. They've moved in a while ago, used to be separate troublemakers until Kingpin got them all organized as one. I stopped a few of their heists, with this being their biggest one yet. And I'm shameful to admit it, but I probably wouldn't have stopped them this time if you all weren't around." Spidey admitted.

"It's a good thing we're a team, huh?" Weiss asked with a smile.

"Hehe. You got it." Spidey said.

As they talk, two police officers not far from their listening distance are chatting to each other about Spidey. "Uh, Lou? What're we supposed to do about Spidey? Isn't he a vigilante or something? Should we arrest him?"

"Yeah…I'm not sure."

Blake sighed after listening to their small talk. "You still have to deal with this?" She asked Peter.

"I know." Peter replied before turning to the police that are talking about him. "Guys, don't know if you've heard, but…I'M ONE OF THE MIGHTY AVENGERS!" He gestured his arms high into the air to get his point across.

"Yeah, he _is_. Ain't he? With Cap and Thor and whatnot." The police officer said to his cop buddy.

"Not just him. _We're_ Avengers too." Yang added, gesturing her arm to the rest of the team.

"Guess that answers our next question." The other officer said.

"Hehe. It actually worked." Tails smiled.

"Whattya know." Sonic said with a grin, but that smile quickly disappears when someone not far away shouts at him.

"THAT'S HIM!"

"Huh?" Sonic and the others turn to two men standing right next to them, with the chubby one pointing furiously at hedgehog.

"That's the one, boss! That's the hedgehog who smashed that armored punk right through my shop." The obese man said.

"Oh? _Ooooh_. Yeah I think I was a bit reckless back there. Sorry" Sonic nervously chuckled, rubbing his face in embarrassment.

Weiss sighed at the hedgehog's foolishness, "Sonic…"

"All right! And _who's_ going to pay for all that damage?!" The boss of the perfume shop asked the group of teenage superheroes.

"Um…Send the bill to Tony Stark." Spidey told him.

"You can do that?" Blake asked with a sly smile.

"I'm an AVENGER!" Spidey cheered with his arms flung high.

"Oh. Okay then." The boss of the perfume simply accepts that and leaves with his employee.

Yang whistled from how easy escaping payment really was. "Now I wonder if I could get a free hotdog for being an Avenger?"

"I tried. Didn't work. Got smacked in the head by the old lady running the joint. Then had to pay extra five dollars for a single hotdog." Spidey told her.

"Ah, well. Was good while it lasted, even though I haven't tried myself yet." Yang responded.

"Yeah…" Spidey said, then is for some reason checked out by Weiss, who is spontaneously circling around him for some strange reason, making the hero really uncomfortable.

"Uh, Weiss, why are you checking out Spider-Man?" Ruby asked the heiress.

She stops for a minute to get a good frontal view of the webhead. "You seem…taller." Weiss said with a smile.

"Uh, thanks? It's been a while since I checked my height." Spidey said, a little confused and unsure why she said that.

"Not only that, you seem more mature. More sure of yourself. Like there's no doubt clouding your mind anymore." She told him.

"Is it the suit? It's my new Advanced Suit, isn't it? The white spider symbol really does give off that mature feeling. That, and Ero been forcing me to do some special training to learn some 'ancient physical and mental Spider-Arts' or whatever he calls it." Spidey told her.

"Is that so?" Weiss asked with a smirk.

"I mean; I've been going at this hero thing for three years now. And with all my adventures, not to mention my Avengers and Huntsmen training, and that Perfect Synchro stuff from before, I feel like I've truly gained experience and mastered my powers. Like I'm completely confident on the job and how to handle any situation, any responsibility life constantly throws at me." Spidey said, rubbing his neck in slight embarrassment.

"Well it does seem you've greatly improved since the first time we met at my world." Sonic told him.

"You think so? I don't think I've improved _that_ much. But enough worshipping me. Let's head to my place and start this summer vacation with a bang, shall we?" Spidey asked.

"But we already did with the explosions and crime-fighting…" Ruby rambled.

"And don't you mean with a _Yang_?" Yang smirked.

"Stop." Spidey said, not a fan of her pun.

"I am in the mood to try out some more of your Aunt's wheat cakes. How about you girls?" Sonic asked Weiss and Blake.

"Yup." They both agreed.

"Good. Race ya there." Sonic said, revving up a figure-eight peel-out and zooms off down the streets of Manhattan.

"Sonic! Wait for us!" Tails shouted, with the entire team gathering their bearings and begin running towards Sonic's direction, but just as Spidey was about to join them, Ero stops him with his voice.

" _Parker! Wait! Don't you sense that energy?"_ His Other asked him through telepathy.

"Huh? Where? I don't-." Peter turns around a few times until his lenses are met with a light-blue radiant cut gemstone the size of a Chaos Emerald. "What's this?" He asked, picking up the gemstone and looks at the strange cosmic galaxy circling inside the mystery stone.

" _I don't know, but it's giving off a ton of energy. Immaculate amount of power,"_ said Ero.

"Do you think it's another variant of the ISO-8?" Spidey asked the voice in his head.

" _No. The cosmic energy that's embedded inside this stone is different. VASTLY different from any ISO-8 we've encountered up until now. It could probably give the Chaos Emeralds and ISO Emeralds a run for their money, but where did it come from?"_ Ero wondered.

"My guess, it probably got knocked out of Hobgoblin's man-purse after we knocked him out from the sky. But why would he have something this dangerous?" Spidey wondered.

" _He probably thought it was like any other ISO-8 crystal and kept it with him, not knowing how dangerous this version is. Keep it, and learn its true potential. I have a feeling there's more to this stone than we originally predict."_ The Spider-God suggested to the web-slinger.

"Got it. I'll take this with me and scan it at Avengers Mansion later today, and hopefully it won't blow it up." Spidey said, putting the stone in his pocket, then hurriedly web swings to catch up with his friends.

* * *

 **BGM-Dragon Ball Super OST-Limit-Break x Survivor (Preview)**

 **Sonic: I'm Sonic. Sonic the Hedgehog. Vacation time at last, and new butt-kicking gear to boot. Now this is the life. Hey, isn't it that Cinder person from before? What's she doing inside a shopping mall? And what's this strange stone Peter found earlier. Whoa. This is some fog. It's blanketing the entire city. Is that normal?**

 **Next time on D-Avengers: Spider-Island DX:**

 _ **Incoming Fog**_

 **Sonic: Do we really have to do some shopping, Weiss?**

* * *

 **KFX here: D-Avengers have assembled, and starting next chapter, they're all getting new gear and new tech that might make Ruby faint from the mere sight of what I'm giving them. Speaking about gear, here's a small description about Peter's new suit and its capabilities:**

 **Advanced Suit: Peter obtained this suit after achieving Perfect Synchro at the end of "Flaming Web of Light and Shadow", with some additional upgrades, turning it into the ultimate spider suit**

 **It's made up of a specialized combination between Unstable Molecules and light-weight metallic liquid nanotechnology, increasing his defensives and making him bulletproof**

 **Temperature Control to shift the suit's heat signature**

 **Brain Control Override, releasing an electric attack that overloads the nervous system to those who touch the armor without permission**

 **Grants enhanced strength, improved stealth capabilities, and a few more useful upgrades**


	6. Issue 3: Incoming Fog

_Issue 3: Incoming Fog_

 **Manhattan**

"Do we really have to do this," complained Weiss.

The Amazing D-Avengers are standing on top of a building somewhere in Manhattan, with everyone but Sonic, Spidey, and Ruby holding onto their own color-schemed Extreme Gear built by the two geniuses in the team.

"Of course. Don't you want extra practice with your Gear?" Yang asked the ice heiress.

"Well, yeah, but with a race across town all the way to Queens?" She asked back.

"It's the best way to play, so let's get this started!" Yang cheered with a fist bump to the air.

"Ready to lose to me again, slowhog?" Spidey cockily taunted the speedy hero.

"Did you get amnesia recently, 'cause I clearly remember beating you, Webster." Sonic mocked the webhead with a smug smile. "You _sure_ you don't want to use your Gear? It'll lessen the embarrassment."

"Heh. Get ready to be pwned. All I need are my creepy organic webbing to win this race." Spidey mocked back.

"If everyone is done taunting each other. Tails?" Ruby turns to the two-tailed fox.

 **BGM-Hyper Portions- Friends (Sonic Mania Opening Animation Song)**

Everyone gets into starting position, either by hopping onto their Gear or revving up their feet, as Tails starts counting down the clock. "In five. Four. Three. Two. One…" He thrusts his left index finger straight forward as he shouts, "GO!"

After hearing that precious word, the anxious teenage heroes excitedly move forward across the Big Apple at awe-strucking speeds. The S's and R squad are already in the lead, with Spidey web swinging amazingly and spectacularly he's always been, while Sonic and Ruby speed through the streets first, leaving behind wind-rose petals from their dust trails, then starts wall-running/spinballing across the many buildings and skyscrapers this huge island surrounded by sea got.

As they continue running, the speedy duo jump high into the air, prompting Spidey to catch them. He does and spins them around, turning himself into a red-blue-and black hurricane, throwing them halfway across the city with the web-slinger cockily catching up. Meanwhile, those on their Extreme Gears are doing their best to catch up with the others, performing various stylish tricks via rooftop ramps. They continue riding the air until they meet up with Spidey, who either waves at them, high-fives them, or jokingly mess around on Weiss' hoverboard, irritating the Ice Queen while they continue racing against each other.

Back with the speedsters, they land right around the area a common super-criminal that Spidey's always beats up, the Shocker, robs the local bank. Sonic whistles, getting the Shocker's attention, as well as his Vibro-Shock Gauntlets, who he uses in an attempt to kill the heroes with his ear-retching shockwaves. The speedsters mess around with him a bit, effortlessly dodging all of his attacks by dancing, then nonchalantly beat him up with a combined spin-dash/scythe slash.

Spidey arrives, webbing up Shocker as he leaves, but not before attaching a web line to both Sonic and Ruby, launching them straight to the sky, bypassing Weiss in the air, almost making her fall off her Gear while they put their hands behind their head in a relaxed formation. Lastly, the heroes meet up at the top of the Empire State Building, gazing at the beautiful afternoon city below them for a moment before they continue their race to Queens, with Spidey free-falling down the building with Sonic and Ruby following not long after, then the rest of the gang as they race towards Forest Hills.

 **BGM End**

* * *

 **Queens, New York City**

 **BGM-Dragon Ball Kai 2014 OST-Gohan's Baseball**

Mary Jane is seen standing on the sidewalk outside the Parker Residence, visibly looking impatient, repeatedly staring at her watch wondering when Peter and the others are going to arrive. Before another watch check, she turns to her left to see a speeding blue blur approaching her, with a giant trail of dust behind it, causing her to cough out-loud when she unfortunately got a mouthful.

"I win! _Again_!" Sonic chuckled, pointing the two peace signs to the air.

"S-Sonic…?" MJ said, still coughing.

"Oh hey, MJ. Didn't see ya there." Sonic nonchalantly greeted the redhead.

"Right…Next time, could you brake just a _little_ earlier?" MJ asked the blue hedgehog.

"No promises." Sonic said with a smile. He and MJ turn around once they see a tuckered out Spider-Man (now out of his costume) and Ruby slowly approach them, with the rest of the racing gang arriving a few seconds after. "What took you guys so long?" Sonic asked with a cocky smirk.

"I took the wrong turn at Albuquerque…" A panting Peter answered the speedster.

"I think I left my lungs there too…" A panting Ruby on her knees added.

Meanwhile, Weiss and the others walk up to MJ. "Hey MJ. It's nice to see you again." The heiress greeted her friend with a high-five.

"Hey Weiss. Hey everyone. I saw what you guys did at the bank. I'm glad you were there to watch Peter in case he did anything embarrassing." She mocked her ex.

"Haha…For the record, I had everything under control and could've easily handled things myself." Peter told her after regaining his breath.

"That's not what you said earlier." Blake smirked.

"Zip it, Kitty." Peter retorted with a deadpan voice.

The redheaded neighborhood giggled at their small antics. "Now that you guys and gals are here, Aunt May is waiting inside. Let's go unpack your bags and then we can have a night in the town."

"But it's still the afternoon." Ruby said, too innocent in understanding social-cues, leaving Weiss to sadly shake her head at that dumbness of her while Sonic laughs.

 **BGM End**

* * *

 **Inside the Parker Residence**

 **BGM-Dragon Ball Super OST-Limit-Break x Survivor (Peace Version)**

Inside the two-stories home with an attic, the old but loveable May Parker is in the kitchen cooking food while video chatting with the parents of Team RWBY about their children. "Now don't you worry everyone. I'll make sure your kids will have a wonderful time here on Earth. It shouldn't be too hard to handle seven teenage children for an entire summer. I've been taking care of my Peter all by myself, you know." She talked to them.

' _Ah. Thank you, May. Tell them to be safe and sound, not do anything TOO dangerous."_ The father of Ruby and Yang, Taiyang Xiao Long, said to May.

She chuckled. "I'll try, but it'll be next to impossible." She then hears the doorbell. "Oh. Seems that they're here. I'll call you all later." She hangs up the call and walks over to the door, where Peter and the gang have already entered the household.

"Hey Aunt May. The gang's all here." Peter greeted his Aunt.

"Sup, Mrs. Parker. Long time no see." Sonic waved at the old lady.

"Thank you for letting us stay here for the summer." Ruby thanked the lady.

May chuckled, "It was my pleasure, Ruby. Now how about you unpack your bags. I have your rooms all cleaned up and organized. The girls will be living in the same room as last time while Sonic and Tails can use the attic."

"Sweet, the attic. Always wanted to sleep in there." Sonic cheered.

"That's the first time I've heard someone say that." Weiss said with a narrow stare at the hedgehog.

"He's a mystery one, isn't he," asked Tails.

"Can I sleep with Peter again?" Yang asked Mrs. Parker.

"NO YOU ARE NOT," shouted Peter, not wanting his girlfriend to sleep in the same bed as the last time the girls stayed here.

"I'm just messing with ya. I'll do it when you're asleep at night." Yang joked with the out-of-costume vigilante.

Peter sighed and starts heading upstairs to do business, and to avoid Yang for a while, "I'm going to email my photos to Mr. Jameson. I'll see ya guys when you're done."

The rest of the group starts heading upstairs as well, with Ruby being the last one. Before she does head upstairs however, she spots a few house bills that are way past over due on the counter, giving her something to think about as she heads up to her room.

Inside his little man cave, Peter was in the process of emailing the photos of the big bank fight to the Daily Bugle just as Sonic and Ruby walks in, with both already done unpacking and the former eating a green apple.

"Hey Sonic, check this out." Peter shows him a Wikipedia page of a specific green protein found in the human body. "Apparently you have a protein named after ya. It's called 'Sonic Hedgehog'. It was discovered over 20 years ago."

"Haha. That's awesome. Guess I was famous before I arrived here." Sonic smiled.

"Do I have something named after me!?" Ruby excitedly asked her big bro.

"What? You mean you never visited a jewelry store before? They have hundreds of rubies." Peter told her.

"Oh yeah." Ruby said, with sudden realization of the origin of her name.

After emailing his pictures to the Bugle, the little speedsters follow Peter down the stairs where the entire gang is already waiting for them. "Okay. If everyone is ready, let's head down to Avengers Mansion. Me and Tails got some new toys for you all to try out." Pete informed them.

"Yes! Woo-hoo!" Ruby cheered.

"Sweet!" Sonic joined in on the cheering.

"Uh, no. We're going to the mall first." Weiss countered.

"Why?" The three confused stooges asked simultaneously.

"MJ told us there's a 50% sale at Macy's, and we plan on going _all-out_ with the money Mr. Stark gave us a few months ago." Yang told them.

"Well okay then. Good luck with that. Have fun at the mall, kids." Peter waved at the girls as he, Sonic, and Ruby start walking away so they could go to Avengers Mansion without them, but before they could walk out the door, Weiss creates an ice wall directly in front of them, blocking their path and hurting their noses.

"Nope. We're _all_ going to the mall, except for Tails." The Ice Queen confronted them.

"Wwwwhhy?" Peter complained like a whiny child.

"We're gonna need help with the bags." Blake answered him.

"And I want to start my Stark Industries internship as soon as possible." Tails answered with his excuse of not attending.

"But I don't want to wait around at the mall. You know how anxiety I get when standing in one place for too long. Girls spend _hours_ picking what clothes to buy, then spend more hours trying them on." Sonic complained.

"Then how about you stop complaining so we can finish this up, then we can head to Avengers Mansion." Weiss pointed her finger to the hedgehog's pointy nose.

"Pfft. Fine. Let's hurry this up." Sonic said, unsmiling, not in the mood for shopping but will do it anyways.

Before Tails walks out the door, Peter stops him so he could hand the strange light-blue stone he found after the bank battle. "What's this?" Tails asked him.

"That's what I want you to figure out. I found it after we beaten Hobgoblin, and Ero says it contains massive amounts of power similar to the Chaos Emeralds and ISO Emeralds. See if you and Tony could learn something from it, and find out how dangerous it is." Peter requested the two-tailed fox to accomplish for him while he's forced to shop.

"Got it. I'll see what I can do." Tails replied before heading out the household, along with the rest of the gang making their way back to Manhattan, leaving Aunt May with T-Pup to attend the dishes at home.

 **BGM End**

* * *

 **Macy's in Manhattan**

 **BGM-Yu-Gi-Oh! ZEXAL Sound Duel OST-Morning in Heartland City**

The team, along with MJ, walks into the enormous supermall located in Manhattan with a cart in toll, passing by the other customers that are buying out or trying on new clothes. "Why are here again?" Sonic complained, already not enjoying his time in the mall.

"Don't make me slap you." Weiss threatened the hedgehog.

"Ugh. I'm already bored. I want to see the new gear and gadgets Peter's going to show us." Ruby joined in on the complaining.

"We will. Don't worry, Ruby. We'll try to make this as quick as possible." Mary Jane assured the little rose.

"I hope so." Sonic mumbled.

"Cheer up, guys. Shopping isn't so bad. I mean, it could be worse, right?" Peter comforted the impatient speedsters.

"OH PUNY PARKER!" A familiar, booming voice from behind startled Peter, who could recognize that frightening voice from anywhere.

"I should really web up my mouth sometimes." Peter frowned.

The superpowered teenagers, and MJ, turn around to see the likes of the former Midtown High bully, Flash Thompson holding a video camera, along with Randy Robertson, Liz Allen, and Kenneth Kong, and Glory Grant approaching them.

"Sup losers. Wonderful summer we're having, huh?" Flash asked Peter's group of friends.

"Flash Thompson? What are you guys doing here?" Mary Jane asked them on their sudden appearance.

"And why are you holding a video camera?" Peter pointed out the black device in Flash's hands.

"We're doing a little shopping ourselves. Can't beat that 50% sale." Glory answered MJ's question.

"And I'm entering a video contest to record the most weirdos this city has to offer." Flash answered while videoing frowning Peter.

"Haha. Funny. I thought you stopped bullying, Flash?" Peter asked the former Midtown bully.

"I have. For the most part. Besides, no one is as weirder as Peter Parker, so you're my best man in winning that contest." Flash responded, causing Pete to sigh and roll his eyes.

"So who's your new friends, MJ?" Liz asked the redhead about Team RWBY and Sonic.

"They're our friends from out of town. They're staying here for the summer." MJ answered, with the Remnant girls letting out a friendly wave to Midtown students.

"Awww. They're pretty." Kong blushed at the sight of Team RWBY.

"Ah man, you're my hero, Peter. You never told me you friends with such babes." Flash said, forcefully hugging Peter with his armpit.

"Help…I can't breathe…," squeaked Peter while he's suffocating.

"Not all of us are his friends. _I'm_ actually Pete's favorite girlfriend." Yang boasted to further embarrass Peter.

"No kidding?! You scored a nice one, Parker." Flash congratulated Peter, still underneath his armpit.

"I'm dying…"

Sonic chuckled at Peter's expense until he is met with Randy. "Hey, aren't you that blue hedgehog that helped stop the bank robbery earlier today? And the same one that stopped that giant robot and Goblin a few months back?" The football player asked the heroic hedgehog.

"Yup. The name's Sonic. Sonic the Hedgehog. Nice to meet ya." Sonic greeted, shaking hands with the football player.

"Likewise."

"So what's a famous hero hanging out at a mall, especially one that doesn't wear clothes?" Glory asked the hedgehog.

"A certain antsy, _uncool_ ice queen dragged me here out of my will, but I plan on paying her back, wherever she may be at the moment." Sonic smirked, taunting Weiss behind her back, not seeing the flaming fury in her eyes that could melt the Antarctic.

"That's not fair," shouted Flash, while also letting go of Peter from his armpit hug, allowing the hidden hero to regain his breath. "How is it possible that puny Parker here gets to hang out with superheroes, take awesome pictures of Spider-Man, and hang out with the most beautiful babes I've ever laid eyes on? Seriously! How come? I've even made up a term for someone so luck. I called it 'The Parker Luck.'"

" _W-WHAT?!_ " Peter shouted while his friends laugh, knowing the Parker Luck works almost the exact opposite of how Thompson is describing it.

"It's official. After high school, I'm going to enlist in the military. Hopefully then I might be as lucky as Parker or Spider-Man." Flash declared with determination.

"Maybe later, Flash. We have other things to do. Take care guys." Liz and the others waved good-bye to their new friends as they leave to another section of the mall.

"They seem like nice people." Ruby casually said.

Peter deeply sighed, "Why did we come to the mall? This place is just bad luck central."

"Ehh, I don't know. I'm starting to like it here." Sonic said, relaxed. That is, until a bunch of fangirls from the side charge at the blue hero for his autograph, uncaringly stomping down on Peter's body during the process. "H-Hi Girls! Hello…Hey! O-One at a time!"

Weiss sighed while she paints her face with her right palm. "Why did I drag you fools to the mall?" She asked while the others simply chuckle at both Peter's and Sonic's embarrassed state of agony.

 **BGM End**

* * *

 **An hour later at the mall**

"Heeeey! Are we done yet?" Sonic yelled, lying down on a lengthy bench with Peter and Ruby, waiting for the rest of the girls outside the fitting room.

"We would've been if _someone_ wasn't so busy giving autographs!" Weiss shouted back from the fitting room.

"Tch. It's not my fault I suddenly became famous on Earth." Sonic muttered.

"And this is why we should get you a costume to hide your identity." Peter suggested, holding an ice pack to his aching head.

"Nah. I'm good. I don't look too good in pajamas. But sunglasses, definitely." Sonic smirked, putting on a pair of black sunglasses over his eyes while he takes a snooze.

" _Ruby_ , get in here! I got some new clothes that would make you look extra adorable!" Yang shouted from inside the dressing room.

"Ugh. Fine." Ruby groaned, depressingly walking herself inside the fitting room, leaving Peter and a sleeping Sonic all by themselves.

The two tuckered out boys continue sitting down on the bench, waiting impatiently for the girls to finish trying out their new clothes. After about ten minutes of sitting around doing absolutely nothing, someone from behind Peter walks up and casually touches his left shoulder, startling the teenager from his seat.

"Ah!" Peter yelped like a little boy as he falls face flat to the floor.

From that moment, Sonic quietly wakes up, slightly lifting up his glasses to Peter, "Yo Pete. What's up? Or down I guess?"

"Hmhmhm. Still quite the jumpy one, aren't you Parker?"

The hidden spider and drowsy hedgehog turns to the source of the voice, where they see a young woman in a nicely-done red dress. "Hey, don't I recognize you from somewhere?" Sonic points to the familiarly looking female.

"Your…" Peter stops when he notices Ruby walking out the fitting room, wearing a stylized black T-shirt with a red rose symbol plastered in the chest, and also wearing casual red pants.

"Hey guys, how do I…" Ruby turns to the black-haired woman that's standing behind Sonic and Peter. "Huh?! Cinder?!" She said, recognizing the villain turned anti-hero.

"Nice outfit, kid. That's a great fit for you." Cinder praised Ruby's new look.

"Really? You mean that?" Ruby asked with joy.

"Well, today's just full of surprises." Peter smirked, before giving his crimson symbiote rival a fist bump. "So Cindy, it's been a while. What brings you back to New York? You're not here for that 50% sale too, are you?"

"Hmph. Of course not. I have other things more important to do than go measly shopping for clothes." Cinder replied, crossing her arms in denial.

Just then, the shoulder part of her dress suddenly spikes up and forms a red head with big eyes similar to Venom's, with this creature being known as a Pure Symbiote, a Symbiote God, Toxin. _**"She's lying. She came here to buy that new kimono she's been eyeing on for weeks."**_ Toxin revealed before Cinder slams his head back to being a part of her outfit.

"Toxin! Stay quiet!" Cinder scolded the alien child, getting the three heroes to laugh while they argue.

"Toxin's still giving you a headache I see." Peter chuckled.

Cinder smiled, "He's still a child, but he's learning. I couldn't be prouder."

"So what's been going on with you lately, Cindy? Last we heard, you and your group of misfits have been hanging around San Francisco after the alien invasion." Sonic asked her.

"Yup. It's our new home, with me every now and then doing a little 'lethal protecting' around the city, then other times causing some little misdeeds when no one's looking. Nothing too major though. Just small robberies for cash here and there." Cinder informed her "friends" of her life over at SF.

Peter sighed while shaking his head. "So you're like Black Cat then. Playing hero and villain at the same time."

"And during off days when there's nothing fun to do, me and my team, now called Team Toxin, have also become a freelance mercenary group, finding work from whoever hires us, or sometimes we go to them, ranging from hunting down war criminals or going head-to-head with some superheroes." Cinder told them of her new occupation.

"Wow, so you guys are mercenaries?!" Ruby said, thinking that's a little cool.

"Where did you get the idea to become mercenaries?" Sonic asked the crimson dressed lady.

"An old colleague I met during my travels around the world suggested the idea, Silver Sablinova." Cinder revealed.

"Huh? Silver Sable? I didn't know you met her. Well, as long you're not after my head or trying to bring destruction to the world, I suppose it's okay you're a deadly mercenary with god-like symbiote powers." Peter shrugged.

 **BGM-Yu-Gi-Oh! ZEXAL Sound Duel OST-Fateful Encounter**

"Hehe, right." Cinder responded, but then her entire demeanor quickly turns serious. "But I'm warning you, Peter. There's a challenge you're about to face. An incoming storm that's already brewing and is heading your way. For you and your friends. Be _extra_ cautious, or it'll be the death of you."

"Whoa. Whoa. Whoa. Challenge? What challenge? Who said anything about a challenge?" Peter questioned, greatly confused on her cryptic talk. Cinder doesn't respond but quietly teleports out of the mall without answering Peter's questions. "Cinder! Wait!" But it is too late, she's already left the building. "Uh. First Madame Web, now her. I hate it when people speak nonsense about some future prophecy I'm apart of and not clarify it to make it sound any less stupid to question."

"I wonder what she meant about some 'incoming storm'? Should we be worried?" Ruby asked the two boys beside her.

Sonic, however, is the only one not asking questions but instead speaks clearly with a smile on his face, "Heh. I have no idea what's going on, but it definitely sounds exciting. I'm looking forward to whatever this challenge is."

Peter and Ruby sighed at Sonic's usual cocky behavior. "Why am I not surprised?" Peter questioned.

 **BGM End**

* * *

 **Another hour later**

With their shopping spree done and over with, much to the pleasure of Sonic and Ruby, the entire D-Avengers team, plus MJ, are walking down the sidewalks of Manhattan, making their way to Avengers Mansion.

"Ahhhh. Nothing like starting your summer by spending thousands of dollars in new, adorable clothes. I love Earth." Weiss said happily, holding onto two light-weight bags in each hand, just like the rest of her friends, with the exception of Peter and Sonic.

"Was it really necessary to buy this many clothes…?" Peter struggled to speak, as he and Sonic are barely carrying a dozen heavy-weight bags full of clothes and accessories that Weiss and the others bought back at the mall.

Blake shamefully chuckled at his pathetic expense. "Sorry, Peter. Guess we got a bit carried away. Mainly these three." She pointed to MJ, Yang, and Weiss, who all three giggled shamelessly.

"I hate shopping…" Sonic complained, almost tripping on a rock and spilling the bags he's holding.

"I'm just glad we're finally heading to Avengers Mansion. Now you can give us the new gear you promised us." Ruby said to Pete, holding two bags in the clenches of her palms.

"Yeah…Your welcome…" Peter replied, still struggling with the bags towering his head. "Why are these things so heavy?"

" _This_ coming from the man who can stop a bus with his bare hands? And can lift a tank without even trying?" Yang questioned Peter's strength with a sly smirk.

"These weigh much more than a bus and tank…" Peter told her.

"Relax, Tiger. We're almost there to Avengers Mansion, then we wrap up the day at Coney Island. So just keep steady for another five minutes." Mary Jane assured the brunette hero.

"Pfft. Forget that." Sonic revs up a Super Peel Out and speeds pass all his friends, foolishly causing them to spill all the clothes they bought from the store.

"Sonic…" Weiss snarled with intense anger. She opens up her right hand straight towards Sonic's direction, creating a blue glyph that turns the sidewalk into an icing rink, causing Sonic to lose control over himself and almost trip. She then creates another glyph that once Sonic falls through it, he's teleported right above Peter, hitting both their heads when they collided.

While the boys recuperate from their head trauma, Weiss, with a snap of her fingers, uses a bit of magic to mentally lift all the clothes that fallen out into the air, putting them back in their proper bags so she could have an easier time carrying them inside an invisible bubble.

"WHAT?! YOU MEAN YOU COULD'VE DONE THAT IN THE BEGINNING," shouted the boys of the team, who they get in return is a deviously smirking Weiss looking back at them over her shoulder.

"Tch. I hate Dr. Strange for teaching her magic." Sonic grumbled.

"For an ice queen, you sure know the best methods to boil our blood." Peter glared at the Schnee heiress.

* * *

 **Avengers Mansion**

The D-Avengers, now in their superhero get-up have finally arrived at Avengers Mansion, making their way inside after Peter unlocks the door with a fingerprint scan.

"Say hello to our headquarters, D-Avengers. Completely refurbished by Stark Industries. Thank you, Tony." Spider-Man told the group after they headed inside the mansion.

"Seriously?! Our very own headquarters?!" Scarlet Rose squealed.

" _Welll_ , not entirely. We have to share with the Secret Avengers. Some of them like Luke Cage and Wolverine are living here." Peter told her.

"Awwwww…," groaned a disappointed Ruby.

Spidey leads his friends to his own laboratory, where they see Tails finishing up a few inventions of his own. "Hey Tails, how was your first day at the internship?" The webhead asked the fellow genius in the team.

"Oh perfect. I got to help out Mr. Stark build a new armor. We're going to test it out tomorrow. How was your day at the mall?" Tails asked them, but they all seem nervously reluctant to tell him their 'eventful' experiences at the mall. "Oo. That bad, huh?"

"We'll…tell you later. Anyways do we have the new gear set up for the team? Ruby's been tugging on my arm for the past few hours with nonstop complaining." Spidey joked.

"I was not complaining…not too much anyways." Ruby retorted.

Tails chuckled, "Yup. Finished finalizing everything 30 minutes ago. First up is Sonic."

 **BGM-Ratchet & Clank PS4 OST-Pause Menu**

The prodigy fox walks over to a desk, picking up a specialized Webware bracelet with a set of three yellow spikes attached on the top, as well as giving a new pair of Power Sneakers to Sonic. "This new Skill Bracelet is packed with many useful tools that'll make your life easier, Sonic."

"Like what," questioned the hedgehog.

"A skateboard. A standard shield. A Flame Shield. A Thunder Shield. An Aqua Shield. A button that allows you to shrink to the size of Ant-Man…" Spidey started listing off Sonic's new moves with his fingers.

"The bracelet is also equipped with brand-new Red Star Rings I invented using the ISO-8 to boost your power for a short amount of time." Tails concluded as Sonic presses a button on his Skill Bracelet, releasing a slightly bigger red Power Ring with a star in the middle.

"I can feel the power coursing through me. Can't wait to use them in battle." Sonic grinned.

"Remember, you can only pop out two at a time before an hourly recharge period, so use them wisely." Tails advised the blue blur.

"No problemo. So what are these new shoes for?" Sonic asked while eyeing the red Hi-Speed Soap Shoes in Tails' hands.

"They're new customizable, nanotech Soap Shoes I designed. They're much lighter than the original, and with a simple knock between shoes, they can transform to have saw blades from the soles, hover in the air like Shadow, or generate a powerful energy sphere for some explosive results." Peter informed the hedgehog on his newest footwear.

Sonic whistles after putting on his new hi-speed mach shoes, "That's awesome. Thanks guys."

"Okay. If we're done talking about shoes, let's move on to our new gear, huh Webs?" Black Tiger Blake asked Peter.

"Yeah! I'm getting impatient!" Ruby said with a glare towards Peter.

"Alright. Alright. Calm down. I'm only one spider. Gosh." Peter presses a button on his Webware to open up a hidden glass cabinet behind the walls of his hi-tech lab, only to accidently reveal his many shelves of newly built red-and-blue spider drones. "Whoops. Wrong button. Accidently touched the one that stores my Spider-Drones."

"Spider-Drones?" MJ questioned him about his newest gadgets.

"New reconnaissance drones I remodeled and reconfigured from a plentiful stash of Doc Ock's old octobots thanks to a _wonderful_ donation from Captain Watanabe of the NYPD. I usually have one or two on hand for stealth missions and such." Spidey told them.

"But you have millions of these! Why so many?" Weiss asked the webhead.

"One, I had a lot of free-time one weekend. Might as well spend it creating new spider-tech. And two, I honestly wanted to see Ruby's face when she saw this." Peter admitted, turning to a stunned Ruby drooling after witnessing so many cool gadgets at once, drying her mouth with a web napkin. "Anyways, here's your upgraded uniforms I promised you girls, all packed with new features and abilities you may or may not have asked me to do." He said while pressing the actual button revealing Team RWBY's updated battle uniform, sharing the same design as before.

"Like what?" Yang asked the first question.

"Like the awesome new Advance Suit I'm wearing, your new costume is made of a unique combination between Unstable Molecules with light-weight neurokinetic liquid metal, effectively making you bulletproof. They also come equip with my old Style Changes, allowing you to use different elements and styles to their fullest potential. And thanks to the same kind of ISO-8 I gave Cinder, you all gain access to a brand-new Style Change: Maiden Style." Peter said.

"Maiden Style?" Blake repeated carefully.

"I still can't believe you gave an ISO-8 crystal to Cinder, of all people, before us." Weiss said, still feeling a little peeved Peter did something so stupid and thoughtless like giving Cinder a powerful new ISO-8 crystal.

"It was experimental. A prototype. And now that I know it didn't kill her or give her fish lips, I've finalized these new models to be more proficient." With a simple point with his finger, Peter dematerializes RWBY's new suits from their hangers, and with another point, they materialize right in front of RWBY's old suits.

"How did you-?"

"Science, my dear Yang! Don't question it." Peter interrupted the blonde huntresses. "And thanks to the power of science, and the ISO-8, I was able to perfectly replicate the Maidens' power into your new suits, with additional skills and abilities. Now Ruby. I want you to concentrate really hard for me. Focus your aura to the suit to activate any Style Change. Let's start with the Maiden Style, shall we?" He instructed the adorable red hood.

Following Peter's advice, Ruby closes her eyes to concentrate, focusing her aura to the suit. Her body all the way to the neck slowly becomes liquefied with smart metal, then a second later her entire suit glows red and black, becoming thin, stylized, light-weight armor that's designed and colored after her traditional combat uniform crossed with her "Slayer" outfit during an encounter between their old deceased enemy, Roman Torchwick, with a crest mark representing a rose on her chest.

Sonic whistled at Ruby's armored look, "Not bad. Not bad at all."

"Wow…" Ruby takes a second to look at her "Maiden Style" uniform. "I look so awesome!"

"Like Pete said before, Maiden Style shares the same properties and abilities like the original, but based off science instead of magic." Tails continued for Peter. "They even come with a new feature called 'Soul Unison', a special ability that allows anyone with a Maiden Style access to the other's special powers and techniques. So for example, with Soul Unison, Ruby can copy her sister's Semblance and strength for extra damage and vice versa, but only one person at a time, and can only stay in Soul Unison mode for about five minutes give or take."

"And as a little bonus for Ruby, her special eyes grant her access to a unique mode that's really powerful but can also be really draining, so use it wisely." Peter finished the explanation.

"Aw man. That's no fair." Yang commented, sadden that her younger sister got an extra ability above the rest.

The excited little hood darts over to Peter in a blink of an eye to hug him thankfully. "Thank you! Thank you! Thank you! This is so awesome! Thank you! Thank you! Thank you!" She said in rapid succession, being carried away by the hood thanks to Yang.

"Now Tails. Didn't you once told me you and Peter were working on a new ship for us?" Sonic asked with his casual smirk on his face.

"A new ship?!" The girls of Team RWBY said with surprise.

"Haha! Yup. C'mon. We'll show you." Tails replied, leading the entire crew to one of the mansion's sub-basement levels via an elevator. Once they arrive, they walk out, only to be left astonished when they get a good look at their very own, large, stylized Quinjet modeled after Spider-Man's colors, with some black accents on the sides of the ship.

"Ladies and Gentlemen, I give you: The Web Cyclone!" Tails introduced their new airship to the team.

"The Web Cyclone?" MJ asked, stunned at the beauty of the ship.

"I was going to call it: Web-Jet Prime, but Tails said that would fuel this thing he calls 'my ego' so we compromised." Spidey joked to the others.

"This baby is equipped with all sorts of weapons and defenses. Can reach speeds faster than Mach 25. The best stealth capabilities that totally makes it completely undetectable. Can fly in space or underwater. It even has a built-in Spider-Sense Radar capable of detecting danger from miles away, allowing the ship to practically dodge an armada of bullet-fire easily." Tails informed the team.

"It also has JARVIS. Say hi, JARVIS." Peter commanded the British computer AI download into the ship's mainframe.

" _Good afternoon, Avengers."_ JARVIS greeted.

"Man, talk about an upgrade. We would've never gotten this kind of gear from Beacon. I love being an Avenger." Yang said, impressed by all their new gear and tech thanks to Peter and Tails.

"You said it, Yangster." Sonic said.

"You guys really are incredible. Thanks." Blake thanked the two geniuses of the team with a smile.

Tails chuckled in embarrassment from the praise while Peter formally bows in response. "So now that we're all done here…" Spidey turns to Tails standing next to him. "How's the research on that weird stone I gave you coming along?"

"Oh right. Tony should still be studying the stone back at Avengers Tower. We should head there now to get an update." Tails replied to the webhead.

"Then let's not keep him waiting." Sonic said, and on that note, the heroes leave Avengers Mansion and heads towards Avengers Tower.

 **BGM End**

* * *

 **Avengers Tower**

In his own lab at Avengers Tower, the billionaire, playboy, philanthropist Tony Stark is still scanning the strange stone Tails gave him before he left to the mansion. As he continues his research, Spidey and the D-Avengers, along with MJ enter his private study.

"Mr. Stark." Weiss opened her mouth, excited to see her inspiration/mentor-in-business.

The famous CEO turns around to greet Weiss and the other superhero teenagers. "Hey kids. Summer vacation started, I see. Here to get an update on this cosmic stone Peter randomly found on the street?" He asked them.

"You bet, Tony. So what is it?" Sonic asked about the space rock he's been looking into for a few hours now.

 **BGM-Dragon Ball Xenoverse OST-Cutscene: Alternate Age**

"It's called a Chaos Stone, or at least the name me and Tails made up for it. We don't know much but it seems to be a new rare type of ISO-8 that has energies almost identical to that of the Chaos Emeralds, along with the natural powers of that of your Maidens and Relics from Remnant, mainly the ability to manipulate water." Tony described the abilities of the Chaos Stone.

"So this stone contains chaos energy and the power to control water? That's insane. How did that happen?" Blake wonders.

"I also want to know why the ISO-8 started appearing on Remnant." Weiss added, remembering what her company found, small quantities of the ISO-8 mined up from the planet itself.

"Your world too, huh? Tails told me the same thing happening on Mobius. New variants of the ISO-8 appearing on Remnant and Mobius, though not nearly as much as when they first arrived on Earth, but that probably makes them more dangerous when you find a rare one." Tony told them. "We've also got some questions regarding the origin of the ISO-8 answered thanks to Adam Brashear, a scientist that goes by the name Blue Marvel. He told us the ISO-8 was originally a cosmic substance called 'Neutronium', frozen spacetime only found in a dimension between realities, but it was recently destroyed through unknown means. We have no idea what caused that calamity, or how the ISO-8 can be used in normal reality according to Brashear."

"But hey, at least we know where the ISO-8 came from. That's a start." Yang said to cheer everyone up.

"Hmm…" Tony stares at his holographic keyboard for a moment, presumably in deep thought.

"What's wrong, Tony? You seem a little down. Does your Arc Reactor need a tune-up?" Peter commented on Tony's uncharacteristic behavior.

"No. I've been thinking about something. Someone. For quite a while now." Tony answered his personal intern.

"Who are you talking about, Mr. Stark?" MJ asked.

"Doom. Victor von Doom." Tony answered.

"Who?" Ruby asked on the identity of this 'Doom' person.

"Dr. Doom. He's the ruler of a third-world country called Latveria. Major, major bad guy, especially against the likes of Reed Richards and the Fantastic Four. This guy, along with his insane ego and incredible genius, makes villains like Goblin and Salem look tame and adorable. He's the most dangerous villain in the entire world, maybe in the entire universe if Thanos wasn't around." Peter explained about Dr. Doom to his friends, who are all pretty stunned from this brief description about the mad doctor, even Sonic. "But, why are we concerned about him? That guy hasn't done much villainy in months." He asked Tony.

"That's what I'm worried about. Ever since he broke into Stark Industries and the Baxter Building a while back, Doom has been living under the radar, only showing up for diplomatic meetings and junk, but not anything involving the ISO-8. You would think a power-hungry monarch like him would already use this stuff by now in a vain attempt to conquer the world." Stark told them about his worries.

"That's a good point. If he's a genius like you say he is, he's probably studying the ISO-8 in solitary until he knows what _exactly_ to do with it." Tails commented.

"And whatever it is, it probably won't be good for any of us, huh?" Blake asked.

"No it will not. Seeing how I don't want to start World War III with Latveria, infiltrating and learning about Doom's plans is out of the question. For now, we wait until he shows his ugly mug behind that metal mask." Tony said, giving the Chaos Stone back to Peter for safe keeping. "Keep it. I've learned all I can from that stone for now. Something tells me you might need it in the future."

"Uh, you too? First Cinder, now you? What's with everyone suddenly becoming psyche and believing we might be in mortal danger soon?" Peter jokingly asked.

"The world's always in mortal danger, Peter. We just need to be extra cautious for the unexpected. Not even that spider-sense of yours could see into the future for what's to come." Tony said.

Peter sighed, looking back at the Chaos Stone in his hand, "Your right. We'll stay vigilant for any signs of mortal danger. Thanks Tony."

"No problem. Now hurry along. I believe you kids are needed for some excitement down at Coney Island." Tony said, walking back to his desk as he talks.

"You got it, Mr. Stark. Bye!" Ruby waved good-bye to Stark, with everyone leaving the man's lab so he could do his work in peace.

 **BGM End**

* * *

 **Later that night**

"Woo-hoo! Was tonight awesome or what?" Yang asked after the entire gang had a fun time at Coney Island, rode on rides, ate cotton candy, won prizes and are now heading home through the quiet foggy night of Manhattan.

"I'm still worried." Blake said, looking a little down in the dumps.

"You still thinking about that Dr. Doom guy, Blake?" Sonic asked the cat faunus.

"How could I not? If what Mr. Stark said is true, Doom is certainly planning something big if he's been quiet this long without using the ISO-8. I just wish we knew what his plans are." Blake replied to hedgehog's question.

"We'll worry about him later. If Doom shows his metal face, we can take him, just like how we stopped him before when he had the powers of the Silver Surfer or Galactus. So stop worrying, Cat, relax and enjoy your break, otherwise if Doom _does_ show up, you'll be too tense to fight properly." Peter assured her with comforting words.

"Hmph. I guess you have a point." Blake smiled.

"So what's up with this fog? Has New York always been this foggy at night?" Weiss asked, looking through the thick-like fog of the city.

"Eh, sometimes. It's pretty normal during this time at night. Let's head home before you get dragged into the underworld by the fog demons." Peter said, leading the team back to Queens for a good night's sleep, having no idea that this fog isn't a normal fog at all. It's been tampered. Manufactured. Manipulated. By a familiar looking green jackal wearing a trench coat watching the city up top on a rooftop next to a stone gargoyle.

"Good night, New York. Sleep tight. For phase one of my plans have now concluded. My name is Miles Warren. And you…ALL of you…YOU are my greatest science experiment yet." Jackal said with a creep-looking smile plastered on his creepy furry skin.

* * *

 **BGM-Dragon Ball Super OST-Limit-Break x Survivor (Preview)**

 **Ruby: Hey everyone. My name is Ruby Rose. Since Mrs. Parker's bills are past due, we decided to all get jobs to help pay them. It's the least we could do as her guests for the summer. But it's strange. Everyone in the city is starting to act…different, including me and my friends. I can't explain what's going on, but I feel faster, stronger than ever before. Maybe it was the cotton candy from last night? Ah who knows.**

 **Next time on D-Avengers: Spider-Island DX:**

 _ **Changes**_

 **Ruby: Is it true someone woke up upside down this morning? How weird.**

* * *

 **KFX here: Pretty interesting chapter, if I do say so myself. We're slowly building up to everyone, including the D-Avengers, all getting spider powers. Let's see what sort of changes they might discover next issue, and what's going on with the Masters of Evil, what's going on with them.**


	7. Issue 4: Changes

_Issue 4: Changes_

 **Parker Residence**

 **BGM-Dragon Ball Super OST-Under the Blue Sky**

It's the second day of summer vacation. The nonsensical, hyperactive Avengers are lounging inside Peter's home for the morning either playing some video games or simply having a friendly conversation.

"No way! I lost," shouted Sonic, after he lost a round to Yang in a fighting game depicting Earth's Mightiest Heroes.

"Hahaha! Your Quicksilver's fast, but he's no Hulk." Yang, in her new home clothes she bought from the mall yesterday, taunted the speed demon.

"Told ya you should've chose Thor." Tails told Sonic with a smug face.

"Humph. Best two out of three? Double or nothin'. Loser has to wash the bathroom for a week." Sonic asked the blonde Huntress for a rematch.

"You're so on!" Yang accepted the rematch and they go for round two.

Meanwhile, at the dinner table, Peter is in the middle of a conversation with Blake and Weiss about one of his many strange adventures, with the Huntresses also wearing normal teenager clothing matching their color scheme. "…So you and Loki actually had a bro moment and ate hotdogs together?" Blake asked the webhead before taking a bite from a freshly-baked wheat cake.

"Yeah. Helped him with a thing involving his daughter. Fought an evil sorceress who called me an 'Agent of Chaos'. Don't know what that means, but as thanks for stopping her, I got Loki on speed-dial." Peter revealed to the black-and-white duo.

"So you're literarily friends with the God of Mischief? Why am I not surprised?" Weiss said with an un-shocked facial expression.

Next to the stove, Aunt May is cooking up some breakfast, with T-Pup washing the dishes using mechanical arms protruding from its back. "You're doing an amazing job, T-Pup. Keep up the good work for a bonus snack." She said, receiving a happy bark from the robot canine.

Ruby walks from the staircase in her new casual wear, holding an enormous binder with both hands, slamming it onto the dinner table, catching everyone's attention. "You didn't tell me you had summer homework?" Peter asked the little huntress.

"It's not homework." Ruby then cleared her throat before speaking again. "Sisters…friends…hedgehogs…Weiss."

"Hey!"

"Ten score and eight minutes ago, I had a dream." Ruby continued.

"This sounds familiar." Yang commented, remembering Ruby said something similar during the start of their second semester at Beacon.

"It does?" Sonic said, confused, and then turns around to see Yang beat him again in the fighting game. "HEY!"

"You did this before but we never did anything because…reasons." Blake and Weiss glare at Peter, mocking them by looking confused and pointing to himself.

"Don't worry. I planned for world-ending events _just_ in the occasion that most certainly will happen. But anyways, for these new few months I've planned out our entire playbook to make this the most fun summer vacation anyone has ever had… _ever_!" Ruby said, excited.

"Like what, Ruby?" Tails asked.

"First up, we have the DX World Grand Prix that's coming in a few weeks, so we should be prepared and practice on our Extreme Gears." Ruby started listing off the major fun events for the summer.

"Hehe. The DX World Grand Prix. Now I can finally show everyone who is the fastest thing in the multiverse." Sonic grinned.

"After that, we have Peter's 18th birthday coming up…"

"Technically I'm already 18 since I did a little time travel when I arrived in your world and stayed there for half a year. Sonic and I also agreed to celebrate our birthdays on that same day too." Peter commented.

"Ah yeah! Summer Birthday Bros!" Sonic cheered, running up to give Peter a bro-fist.

"Oh! So should I rename to Peter's 19th birthday or-."

"Ruby. It's fine. I'm 18-years-old without technically being 18-years-old, or, uh, am I making any sense?" Peter asked, starting to get confused with his own explanation.

"No." Ruby statically shakes her head in response.

" _Understandable_. And this is why I hate time travel." Peter said, leaning back on his chair.

"Back on topic before failing to understand time travel, I've also decided that starting today, we're all going to get a job to help pay for Mrs. Parker's bills." Ruby proposed, greatly confusing and shocking everyone, mostly the Parker family themselves.

"What?!" Peter shouted, almost falling off his chair.

"Oh Ruby. You shouldn't. You're our guests. There's no need to strain yourself for us." Aunt May said with her right hand hovering in front of her mouth, greatly shocked.

"I've seen the bills. Some of them are past their due date. I feel like as your guests for the summer, we should do our part in helping around the house. It's the least we could do for being such an awesome aunt for Peter." Ruby explained her reasoning.

"That's really considerate and surprisingly mature of you, Ruby. I'll do it." Weiss agreed to help out the Parkers, raising her hand to the sky.

"Yeah, same." Blake raised her hand also.

"Count me in!"

"Me too!"

"This is gonna be awesome!" Sonic, Tails, and Yang respectively raised their hand to help out the family. Even T-Pup barks loudly with his tongue sticking out, wanting to help out as well.

"Oh thank you all. You have no idea how much that means to me." Aunt May cupped her hands over her mouth, almost looking like she's about to cry. She turns to her nephew, "You truly have such wonderful friends, Peter."

"What can I say? They learned from the best." Peter grinned, smuginly pointing to himself to satisfy his rising ego.

 **BGM End**

* * *

 **Manhattan**

 **BGM-Dragon Ball Super OST-Pleasant Days**

Wanting to help out Aunt May pay her house bills, the entire gang search across the city for a job, with all of them getting hired within a few hours thanks to some assistance from Peter.

"So, you're friends with Parker, nah?" The owner of a local pizza restaurant called _Joe's Pizza_ in downtown Manhattan, Mr. Aziz, greets Sonic and Ruby, with the hedgehog wearing black shades and the little Rose wearing her new red-and-black casual wear.

"Yup. Trust us. We're MORE dependable than Peter." Ruby smiled.

"I hope so. Each time he always comes late because of some 'disturbance'. ALWAYS a disturbance with that kid," said Mr. Aziz, not seeing the small smug smirk between Sonic and Ruby. He walks over to the busy counter to hand a dozen boxes of freshly-baked pizzas to the speedsters. "Harmattan, Burton & Smith. Eight extra-large deep-dish pizzas. 42 blocks in seven-and-a half minutes or you two are…" Before he could finish instructing them on their objective, the two hyperactive teens have already left in a bliss of windy petals, and a second later, they're back with the money from the customer. "Fired…" He finished, absolutely stunned they managed to complete a delivery so fast and efficient.

"Next!" They both immediately request their next delivery.

* * *

 **Stark Industries**

Weiss, wearing professional work clothing and reading glasses, is seen working as Tony Stark's personal assistant alongside Pepper Potts, Tony's other assistant. They, along with Tails, are watching the Armored Avenger try out a new armor model at the testing room inside the main building.

" **How we looking, Tails?"** Iron Man asked the fox on how well his new armor is running.

"Diagnostics on Model number 42 is running perfectly, Mr. Stark. Next, let's practicing flying. " Tails replied after looking at his Miles Electric handheld.

" **Pfft. I can handle that."**

"So how well do these Armor Testings usually go, Ms. Potts?" Weiss asked redhead colleague.

"They run smoothly the first minute, then it becomes a disaster for the next five." Pepper replied.

"Huh. What do you mean?" questioned a puzzled Weiss, not understanding what she meant until Iron Man almost rammed her while testing out the suit's upgraded flying capabilities.

" **Whoops. Sorry. Having trouble controlling the acceleration of this armor."** Iron Man apologized.

"We'll do a little tune up on the Arc Reactors, then we can try again." Tails said from the side.

"I'm going to die today, aren't I?" Weiss asked in disbelief.

"That's me every day at this joint." Pepper responded, joining Weiss to sigh in tiredness.

* * *

 **F.E.A.S.T. Shelter**

A glasses-wearing Blake with a casual attire joins May Parker at her workplace, a food and service shelter for the homeless. When they arrive they meet the good-willed philanthropist, Martin Li, the Chinese founder of the F.E.A.S.T. company.

"Mr. Li, this is Blake Belladonna. She's going to be joining us today." May introduced Martin to her hidden faunus guest.

"Greetings, Ms. Belladonna. Happy you're here to help us out." Martin smiles, shaking hands with Blake's.

"Your welcome, Mr. Li. I love helping out others, no matter the type of people." Blake replied with a kind and gentle smile.

"You have no idea how much that means to me. Take care of this place. It represents…the best side of me." Martin smiled again before leaving to attend to a homeless man, leaving May and Blake to do the same.

* * *

 **Daily Bugle**

"Alright! Spill it! Who are you and why should I care?!" The loud, obnoxious publisher of the Daily Bugle, J Jonah Jameson, is seen talking to Yang and Peter in his office, with the former wearing glasses, a combed ponytail, stylized yellow-and-orange t-shirt, and brown pants

"The name's Yang Xiao Long, Peter's number-one awesome girlfriend, and I'm here to get a position as your top investigative journalist." Yang introduced herself with a warm smile towards the non-impressed Jameson.

"Investigative journalist? You?" He said.

"Don't worry, J-man. I won't be as lazy or whiny like Parker here." The blonde chick pointed to Peter standing next to her.

"Hey!"

"Well we are in short of a journalist after I fired the last one for making Spider-Man out as some sort of hero. Parker, what do you think!? Should we hire her?" Jameson asked his number-one photographer.

"Probably not." Peter mumbled, only to get stomped by the foot from an irritated Yang. "YES! YES! She's perfect! Hire her!"

"Well its official, Ms. Xiao Long. Welcome to the Daily Bugle. Now get of my office and get me a story, and it better be a good one, or _someone's_ going to the barber to get their entire head shaved off!" Jameson threatened his newest employee.

"Y-Yes, sir." Yang nervously saluted the antsy publisher, with Peter sighing behind her back, wondering how this day will turn out in the end, but unbeknownst to the heroes, their day is about to get strange. Stranger than anything they've encountered in their whole lives.

 **BGM End**

* * *

At some open abandoned alcove somewhere in the city, two gangsters are in the middle of harassing another gangster wearing a hooded. "I'm thinkin' of a number, Lenny. Between one and three. Guess." One of the gangster threatening asked the thug named Lenny.

"I dunno." He replied.

"You're really _not_ a good gambler at all, are you?" The gang-baby and his partner begin walking towards Lenny, cornering him with a knife.

"Wait! Tell Magliano I can get 'im the money next week. All of it, I shit you not! I've got a _whole_ new angle." Lenny proposed to delay his fate.

"It's two, Lenny. That's the number A' your kneecaps I'm gonna shatter."

" _Mister_ Magliano is a very generous man. Not stupid. Generous. Hell, last time you bet on the fights, he gave you a handicap, Lenny. Now I'm gonna give _you_ a handicap." The second thug spoke up, holding a crowbar.

"I didn't say he was-."

"You'll love it," interrupted the second goon. "Comes with a little sticker for your car an' everything."

Up on a nearby rooftop above this harassment/soon-to-be murder, the Jackal and Doctor Octopus, along with their enforcers, Tarantula and Mecha Spider-Man respectively, watch and observe. "Otto. Are you sure that's the right one?" Jackal asked his partner in evil.

Octavius checks his computer tablet to get an accurate reading of Lenny, "Positive. Scans show that Mr. Leonard Kornfeld was infected by the Arachno-Fog last night." They both shut up and continue watching the scene down below to study any "changes" to the boy.

"Fine. You wanna do this? Up to you. See, I been on a bad streak for a while…But today?" Lenny sticks to the wall and flaunts his two feet straight to his assailants' faces, knocking them out cold. "Today I won the frickin' lottery!"

"Sorry, Mr. Kornfeld, while that _was_ impressive, we can't award you full credit."

Lenny quickly falls back down to the ground, wondering who was talking to him just now. "What?! Who's there?" He shouted.

"The odds of winning the lottery are one in over forty-three million. The odds of you getting spider-powers in _this_ city…" Lenny lifts his head to see four members of the Masters of Evil looming above him. "…Are roughly point oh-oh-one percent. Roughly." Jackal explained to the thug.

" _ **Rrrrrrhh,"**_ growled Tarantula.

"Heh. My friend loves that word. ' _Roughly_ '. Good boy." Jackal said.

"Oh my god…" Lenny quickly backs away to the wall in fear, recognizing the six-armed villain Doc Ock but not his new co-horts, nonetheless he's scared mindless. "W-What do you want?"

"Want? Lenny, today we're all about the giving. We _gave_ you your powers. And now…" Doc Ock hands the hooded thug a card with a date and address. "We're _giving_ you a chance to do something with them. Be there. Daybreak. Tonight. Near Grand and Mott."

"Toddles." Jackal waves to the boy as he vaults over the wall extremely easily. "Such a fine, upstanding moral degenerate, don't you agree Otto?"

"He and the rest will do nicely for what we have planned for this city. In the meantime, we should start transmitting the Arachno-Fog to Mobius and Remnant tonight seeing how it was a success here in New York. I'm going to head back to the Savage Land. What are you going to do, Warren?" Doc Ock asked Warren on his next objective.

"Find more hooligans who've been infected, along with retrieving a special 'gift' for Salem. I'm sure she's gonna be overwhelmingly happy once she opens her birthday present." Jackal replied to the mad doctor.

* * *

 **BGM- RWBY Volume 1 Score-Episode 9 The Badge and the Burden**

The heroes, unaware of the villainous deeds the Masters of Evil are committing, continue working the day shift of their new jobs for a couple more hours.

"Bet ya I could finish my delivery before you could!" shouted Ruby, racing against Sonic at astonishing speeds to their next delivery.

"How about you say that _when_ you're in first place? Haha!" Sonic taunted, running across the skyscrapers frictionless. "I don't know why, but I'm feeling _much_ faster than I was before! It's probably these new shoes the science bros gave me!" He beamed with happiness across his face.

"You're not the only one! I've never felt so agile and acrobatic before! I feel like I'm Spider-Man! Technology is so _awesome_!" Ruby squealed like a little girl. But little do these two energetic speedsters know, they and their friends are starting to experience the "change", deep within their mutating DNA.

* * *

 **Stark Industries**

Back with Weiss, she was filing a few, dozen papers for Mr. Stark while he's on an Avengers' mission until, to her surprise confusion, her pen is somehow glued to the front of her right hand. "What the-?" The ice heiress tries to take out the pen multiple times for a few minutes. either gently or by force. The second she managed to take that out, her papers are the next to be glued to her right palm this time, much to her frustration. "What is going on?!" She shouted.

"What's wrong, Weiss?" Tails asked when he entered her office.

"This!" She heatedly points to the glued-hand papers.

"That's weird, but it's not as weird as me accidently crushing an Iron Man helmet recently, or somehow breaking my work desk with ease." Tails scratched his head, completely clueless on what's going on with them.

Weiss goes back to her work only to accidently snap her pen in two without so much of lightly holding it, "OH COME ON!"

* * *

 **F.E.A.S.T. Shelter**

Around the same time at the homeless shelter, Blake is walking a tray of cafeteria food to an old man with glasses called "Stan Lee".

"Here's your lunch, Mr. Lee." The secret Faunus heroine is just a second away from Mr. Lee but accidently slips on a puddle of orange juice. She miraculously flips over back on her feet, catches the tray and all the would-be spilled food flawlessly with insane reflexes, reflexes that were never _this_ pure until now. "Huh?"

Mr. Lee claps for her stunning save, "That was amazing. And here I thought Spider-Man had amazing reflexes."

"What the…How did I…" Blake is left utterly stunned at her new reflexes, having no idea how to process her unexpected enhancements.

"Is something the matter, Blake." Martin Li asked the black cat as he walks in.

"I…have no idea. I just…did stuff on instinct." She tries her best to explain to the good philanthropist but is still recovering from her brief excitement.

"That's funny. I've been hearing the same stuff happening at the other F.E.A.S.T. shelters. Employees and homeless people alike are experiencing strange conditions like increased vision or inhuman levels of strength and I don't know the cause of it." Li informed the Faunus cat.

"Huh…?" Blake muttered to herself, thinking something is amiss, something very strange is happening, even for this city.

 **BGM End**

* * *

 **Manhattan**

 **BGM-Spider-Man 2 Game OST-Ka-Boom**

"Hurry! She's gaining on us!" shouted a scared Apocalypse thug to his fellow gang pals. A small group of these gangsters are currently escaping justice from Power Woman (Yang in her hero costume) on their escape vehicle after she found their hideout. Riding her customized motorbike, Bumblebee, Yang is able to pursue the thugs while effortlessly swerving through the incoming traffic, but it's not enough.

"You guys think you could our-ride _me_?" questioned the blonde firecracker, smirking. She presses a button near the wheel, and in a simple instant, her motorcycle lights up and becomes all 'futuristic-like' in design. The wheels turn sideways and begin to hover in the air, and the thrusters behind the rear wheel ignite, ready to boost for glory. "Say hello to the Hover-Bee. Teched out by a goofy, but lovable little webhead." With her transformed hover bike, Yang easily caught up to the hooligans trying to escape her golden wrath, hopping on top of their engine. "Hope you kids bought car insurance." She quipped, punching through the engine like its cardboard, then blows it up with her shotgun gauntlets, forcefully stopping the car as it towers over her. The sudden whiplash bounced the gangsters through the sun-roof and would've splat if they weren't caught by a certain web-net in mid-air.

"Hey look, I caught a couple of idiotic morons! Now I can win that teddy bear from Six Flags!" Spidey quipped, crouching on top of a streetlight. The lovable goofy webhead lands on the sidewalk next to a local shop and two random burglars escaping with money, using his new hi-tech Tripwire gadget to slam both fools towards one another with a simple web strand _without_ turning a full 180 to face them.

 **BGM End**

Power Woman walks over to Spidey as he's busy webbing up the robbers with his hulk-strong webbing. "Thanks for the help. Not that I _needed_ it." Yang taunted him.

"Oh I know. Just wanted to make sure you didn't kill anybody. Nice job finding their hideouts in such a short amount of time. I was able to close down a few before I got here. You're surprisingly good at this journalist stuff." Peter complimented his journalist girlfriend.

"Once you find the right people to interrogate, and the right way to make them spill the beans, being a reporter is a lot of fun, and awe-exciting." Yang told him.

"Yeah. Thanks to you, I feel like we're one step closer in bringing down the Kingpin for good. I cannot _wait_ 'til that day comes." Spidey then shoots a web line to a nearby building, ready to swing off. "Anyways, I'm gonna go shut down those other playhouse meetings you located, then I have to meet up with Tails on the progress of our 'secret project', and lastly see a man and a god spider for some extra karate lessons or whatever Ero wants me to do tonight. Ciao." He waved good-bye to Power Woman, then swings off into the depths of the city.

While Yang sees him off, eyeing him with her flirtatious eyes behind her ski mask, one of the webbed up thugs behind her somehow broke out of the webbing stronger than solid steel, capable of holding down the Hulk and Rhino. As he runs towards the unexpecting heroine Huntress, a psychic tingling sensation triggers inside Yang's head, instinctually telling her trouble is coming for her. And with a simple tap, Power Woman back-fist the thug straight through a lamppost, crashing into a car, coming out unconscious but alive.

This shocks Yang when she instinctively knocked out that thug, something she never performed before, "Whoa. I hardly touched him. So how did he get knocked back so hard? And how did I know he was coming? Was it the eggs this morning? Most definitely the eggs."

* * *

 **Jackal's Secret Lair**

Surrounded by the overworking Miles Warren clones, the malevolent Mistress of Darkness, Salem, is sitting on a chair, overviewing the Warrens as they work until the real one arrives back from his assignment. While she's reading a book to past the time, her thoughts become clouded with the sounds of her coughing, still sick and recovering from her recent battle against Spider-Man at the ends of the symbiote invasion. She pops out a few pills manufactured by Latverian medics to relive her pain for another eight hours before taking another batch.

"Your tea, milady." A Warren clone offers the dark queen a cup of warm tea to soothe her nerves.

"Mighty kind of you." She accepts the cup and calmly drinks from it, feeling her mind and body being cleansed from the venomous pains of the Spider's stingers. After taking a few sips from her tea, the lab door opens up, revealing the Jackal and Tarantula, with the latter holding something, or someone, inside a thick web cocoon over his head.

"Sorry I'm late, ma'am. But I had to walk over four _miles_ just to get here." The mad Jackal joked.

" _ **Nnnrr…Not…Funnneee."**_ Tarantula responded to his creator's pathetic joke.

"Oh, like you know from funny. Actually, you were quite the class clown back in the day, weren't ya?"

" _Enough_. I assume your mission was a success?" Salem asked about their "intense" mission at an unknown location.

"Yup. Sure was." Jackal smiled. "You should've seen the looks on the council and that Kahn lady's face before my boy here mauled on their corpses. It was a bloodbath and it was glorious, especially with what he did to your present. The old man didn't stand a chance. He was beaten so badly he lost an eye, _then_ was beaten again to an inch of his life. Look. You can hardly recognize him anymore."

The cloning master opens up a small part of the cocoon to show Salem a disfigured old man with white hair, hardly recognizing if this was the same target she sent them to retrieve. "Oh my…You really did do a number on him. More than I hoped." She said with a combined look of shock and pleasure. She then turns to Tarantula with the biggest, happiest smile she has ever produce in her entire lifetime. "You have done a _superlative_ job, Tarantula." She complimented the spider beast with a few-second kiss to his monstrous lips, simultaneously unlocking the beast's dark red aura. "My, my. And your aura. I've never felt one with such bloodlust or hatred. You are an adorable little monster, aren't you?"

" _ **Hrruh."**_

"Hey. How about me? Don't I get a kiss?" Jackal asked, pointing to himself with a happy smile.

"Just send our new guest to the machine, professor, and begin the procedure." The Dark Mistress ordered with a serious face, not giving him the same personal attention she gave Tarantula a second ago.

"Hmph. You're just like my wife. Fine, fine. I'll do it." Jackal takes out their defaced captive from the cocoon, strapping him inside a special tube so he can be the Masters of Evil's first Guinea Pig to try out an experiment. "But, and I can't believe _I'm_ the one saying this…Are you MAD? From what you told me, he's extremely proficient with magic. Combined with the Exo Stone's power, if this fails, he'll be even more powerful!" He protested to Salem about the risks of mixing science, magic, and cosmic energy from space into one man.

"Then let's hope Doom's Espeon Stone actually works. And if it _does_ work, that means it'll work on everybody. Do it!" Salem ordered the professor to start the machine. As Jackal walks down to the controls she continues talking, "What are you worried about, Professor? Look at your 'class clown.' Your 'Teacher's pet'. It worked well enough on Parker there, didn't it?"

 **BGM-Sonic the Hedgehog 4 OST-Metal Sonic Returns**

"Oh, so you know the boy's secret." noted Jackal as he continues. "Well sorry to inform you but this _isn't_ Parker. It's a poor man's copy. Parker 3.0. The misfit. The reject. Daddy's shameful little secret that _won't_ stay buried." He reaches the control, putting his hand on the lever. "Back when I had a bit of a god complex. It amused me to be a little biblical and call him _Kaine_." He flips the switch, causing an electric blue light sparking out of their captive's little tube. "And now you want to try out our experiment…on the _real_ firstborn of this era? Pardon me for saying it, but _'Heaven help us'_."

"AAAAAAAHHHHHHHHH!" The white-haired man inside the tube screams his lungs out in pain, much to the eternal delight for Salem. Slowly, his entire body begins to metamorph into something else. Something monstrous. Almost looking like a gray-haired Man-Spider monstrosity with multiple thick spider legs protruding from its back. It screams and roars, _**"HARRV YEWW DUNN?!"**_ , breaking out of its chamber with its mutated strength. _**"Stahp yeww! Saaliiimm! SAALIIIMMM!"**_ He creepily walks out of the wreckage and slowly heads towards Salem.

"What do we do?!" A Miles clone asked, scared.

" _ **Hsss!"**_ Tarantula blocks the spider monster's path, ready to fight him to death.

"Kaine! Take him out! NOW!" Jackal hurriedly ordered his minion.

"Heel." And with those simple words from a calm and focused Salem, the spider beast is forced to kneel before its new masters. "You see, Professor? He hears and _obeys_. Thanks to the power of the Exo Stone."

"Well, because of my top-notch work, of course." Jackal commented.

"Of course." Salem replied. The Malevolent Queen turns to her ear communicator to speak with the other members of the Masters of Evil. "Everyone. This is Salem. The Jackal's experiment is a success. We should now be able to control all those who have mutated to this stage."

' _Excellent work, you two. Salem. Come back to Latveria to begin our 'other' experiment while the Jackal continues his work in Manhattan.'_ Dr. Doom ordered his fellow sorcerer.

"It would be my pleasure, Victor. I'm _so_ looking forward to our next project." Salem responded with a devious grin on her face.

 **BGM End**

* * *

 **That Night at the Parker Residence**

Sonic finishes another slice of pizza he and Ruby brought five boxes back home for the entire gang to fill their stomachs with after their first day at work. "Yum. This pizza's delicious." The hedgehog spoke through his food.

"So good." Ruby said with her mouth full as well.

"Can't you two eat like normal people for once?" Weiss berated them. "Anyways, save some for Peter. Wherever he is right now."

"He's at Shang-Chi for some additional 'Spider-Arts' training with his Other." Yang said, mouth full of melted pepperoni pizza, much to the disgust of Weiss.

"That's too bad. I wanted to ask him if he felt anything strange with his body like the rest of us. Something's happening and whatever it is its spreading throughout the city." Blake said, staring at her left hand with a worried face.

"I'll conduct my own research first thing in the morning and find out what I can learn before it gets serious." Tails told his friends.

"You guys worry too much. Whatever's happening to us I'm sure it's not too big of a deal. _Relax._ Stop acting like it'll bring about the end of the world." Sonic boasted.

"That's what I'm afraid of." Blake mumbled.

* * *

 **Iron Fist's Dojo**

 **BGM-Dragon ball Kai OST-Running Across the Land**

At one of Iron Fist's dojos located in Manhattan, Spider-Man has been doing a little "image training" with the likes of his old Kung-Fu master, Shang-Chi, and Ero, deep within their minds while in the physical world their bodies are completely still in one place, not moving an inch as they sit down on the wooden ground. Inside their connected minds, Shang-Chi and Ero double-team Spidey with a variety of tricks and combat techniques that the web-slinger can barely keep up.

" _Remind me again why we're doing this?"_ Spidey asked, back-flipping away from a transformed Ero's legs in his monstrous spider form.

" _ **This is one of the many Arts of the Spider I have learned through eons of constant training. This would allow you to improve your physical capabilities, as well as your mind's mental strength to reach the levels of a fully evolved warrior spider, removing any limitations you have set for yourself."**_ Ero explained, transforming back to his humanoid form to continue the training session.

" _Don't worry, Spider-Man. We're almost done. Just a few more seconds."_ Shang-Chi assured the bugman. After another second or two of choreographed fighting, learning new skills during the ride, they open their eyes back in the real world, with their physical bodies sweating intensely from a three-hour training session. "Good job, Spider-Man. You've improved greatly in a remarkable amount of time." Shang-Chi smiled.

 **BGM End**

"Great. Can I go home now? I hear we're having pizza." Spidey asked when he gets up from the ground.

"Sure. See you later." Shang-Chi politely waved as Peter starts heading out the window.

Just before he could hop out to web swing home, Peter's lenses flash red and blue on each eye. He then feels Ero groaning in slight pain. "Ero. What's wrong buddy? You alright?" He asked his partner through telepathic chat.

' _I'm fine…I just got the oddest reading. As if an invisible force is tampering with the Great Web as we speak.'_ Ero replied, feeling a lot better now.

"You took a lot of hits. Maybe you're as tired as I am for training three hours straight." Spidey told him, unworried.

' _Your right. It must have been my imagination. Even us deific spiders need rest once and a while.'_ With that out of the way, Spidey hops out the dojo and swings off to his lovely home at Queens, not noticing anything weird on his way back.

"Hey, I think that's _him_. The real Spider-Man." A mystery person, seemingly web swinging, whispers behind the real web-slinger.

"Shh!"

"Hmm?" Peter turns around when he heard a voice but finds nothing. "Great. Look what you did, Ero. Now I'm starting to get paranoid and even _more_ hungry for pizza. Thanks a lot!"

' _Quit your whining, child.'_ Ero responded as Peter continues swinging off into the night sky of the city.

"Did he see you?" The mystery man whispered to his associate attached to a building.

"No. C'mon. Let's find the others." His partner recommended, with him a dozen more random New Yorkers _web swinging_ through the skies above Manhattan. Dozens of ordinary citizens receiving spider powers out of the blue, swinging, crawling, leaping, all without the real Spider-Man's notice.

* * *

 **The Bowery**

Near the streets of Grand and Mott, a secret gathering of various crooks, thieves, and gangsters from across every major crime family living in New York gathers at this one very spot, with their last few guests arriving via a black limousine.

"Everybody's here, Professor." The driver told Warren, opening the door for him and his two enforcers, Tarantula and his newly-created Spider-King, wearing green-coated gauntlets on each arm, a silver hoodie covering his monster head, and dark-green pants.

"Dang." A random gangster said in the crowd when he spots the Jackal and his spider-forcers.

"Very good. Come along. First day of school. Let's take attendance." Jackal said, heading inside the building to meet with his guests.

Inside, all gang members ranging from the Maggia to the Arsenic Candy have gathered here with Warren's clone gang.

"Sal Morone, Maggia. He's clean." A Miles clone checked one of the gang members as they come int.

"Yo. Who are all the guys with the same moustache?"

"We're the Jackal's men. His six 'Miles' wide gang." Another clone said.

"Good one." The third copy-cat responded to the other's clever little pun.

"What can I say? Great minds."

Meanwhile, not far from the clones, two men are in the middle of conversing with one another. "You must have some big ones, Caldron. Walkin' by me…unarmed. After moving that meth in Hell's Kitchen? My territory. Hand territory. _Kingpin_ territory." The Chinese-looking thug taunted, putting his hand on the black thug's shoulder.

"Better walk away, man." He threatened.

"Tell me, round eyes…Why _shouldn't_ I go all ninja on you?" Chinese thug-man asked with his face all over the other's grill.

"'Cause I got all kinds a' moves now!" Black trench coat man responded, karate-chopping a structural pillar with ease thanks to his newfound super strength. He grabs the broken pillar at the Chinese man, " _Super-moves_!" But then learns something else, that he missed his target when he managed to duck away with blitzing speeds. "Hey! How did-?"

"You too, huh? Join the club!" A sticky battle between all these spider-enhanced gangsters erupts into chaos inside the meeting hall, with the Miles clones taking note of the powers they're showing off like wall-crawling, organic webbing, and a spider-sense.

The Jackal and his enforcers arrived in time to see the webby mess between gang leaders and gang members. "That's it. Tarantula? Spider-King? What say you bring this class to order?" He ordered his snarling spider-forcers. Using nothing but their monstrous spider legs to pierce through the hearts and shoulders of all party members, the spider-forcers have brought "peace" back to order. "That's right! Detention for _everyone!_ "

Everyone stops fighting and shuts up so they could focus their attention to the Jackal and his whatever plans he has in stored for them. "There. Much better. Thank you all for that _wonderful_ little demonstration. I think it should be obvious. Even for the slowest of you, why you were invited here. You're my _special projects_. The worst of mankind. Who, thanks to me and some genetic tampering, are now the worst of _spider_ -mankind!" He joked, getting himself to laugh. "This is it, kiddies. Your shot at the big time! Whatever gangs you were in, the colors they made you in the past…fuggedaboutit!" He said, smashing his fist through a box filled with the various costumes Spider-Man was seen wearing in recent years, ranging from classic to Iron Spider, etc. "Just look at what you get to wear when you roll with the Jackal's handy dandy crime syndicate! Snazzy, right? Form-fitting, yet full of freedom of movement." He takes out the classic red-and-blue costume of New York's Greatest Hero. "And wait'll you hear about all of the _laws_ we're gonna break! There'll be looting and plundering and pillaging! And, _oh_ , the greatest crime of all…IDENTITY THEFT! HEH HEH!"

* * *

 **BGM-Dragon Ball Super OST-Limit-Break x Survivor (Preview)**

 **Spider-Man: It's your Friendly Neighborhood Spider-Man speaking. There's been many reports of me helping out gang members robbing banks since last night, which can't be possible because there's only one of me. Not only that, I'm hearing a few people are getting stuck on walls and shooting webbing out of their wrists. Okay I guess there might more than one me out there. Who could be behind this?**

 **Next time on D-Avengers: Spider-Island DX:**

 _ **Spiderfied**_

 **Spider-Man: Oh god. Guys. Don't tell me you have…?**

* * *

 **KFX Here: Now we're finally getting some plot progressing. Look forward to the next chapter where Spider-Island truly begins.**


	8. Issue 5: Spiderfied

_Issue 5: Spiderfied_

 **The Next Morning at Queens**

A bicycle messenger from the Daily Globe throws the daily newspaper to the doors of each house in Forest Hills, including the Parker Residence. After he delivers the paper to the front door, T-Pup hops out barking and wagging its robotic tail, using its mouth to pick up the newspaper. The adorable little pup runs back inside the household to give Yang the paper while she's listening to music through her headphones, seating on the couch in her pajamas.

"Hm?" The blonde chick notices T-Pup sitting below her feet, wagging its tail as she takes the paper from his mouth. "Thanks T-Pup. I have to set up a playdate with you and Zwei one day." She giggled, which also gets T-Pup to bark in happiness. The Huntress-in-pajamas takes a second to read the front page of the article and shockingly learns of a terrible crime that might need her's and Spidey's attention immediately.

Up in his room, an extremely tired Peter, having spending all of yesterday either crime-fighting or working, is soundly asleep on his bed undisturbed, that is until Yang slams his door open with the newspaper in her right, mechanical hand. "HEY PETER! WAKE UP!" She sang, jumping on top of his bed, forcefully waking the poor boy up from his nice nap.

"Ah…Yang…Why did you do that?!" Pete shouted, feeling his organs being crushed.

"Just wanted to say hi, handsome." Yang smiled, kissing Peter in the lips. "And to show you this from the Daily Globe." She scoots over to his side, handing the spider hero this morning's paper.

"Huh?" Peter takes a second to stare at the headline and the picture printed on the bottom. "Spider-Men leading Gangster Heists?" He quoted with a confused face."

"You weren't sleep-swinging last night, were you?" Yang joked.

"Not since last year. It says here about ten different Spider-Men with spider-like powers have been leading gangs to burglaries and theft all last night. But that's impossible. As far as I know, there's only _three_ people in this dimension that possess spider powers, not ten. We need to investigate this. Where're the others?" Peter asked his blond-haired, inter-dimensional girlfriend.

"Everyone already left for work, so I guess it's just us." She replied as Peter gets up from his bed to put on his clothes.

"And I guess we should head to work too. We might get a clue or two from the Daily Bugle. No doubt Jameson is yelling his mustache off for us right now." Peter told her after putting on his clothes.

* * *

 **Daily Bugle**

 **BGM-Spider-Man 3 Game OST-Daily Bugle #1**

Inside the world's "greatest" tabloid company with the "best" editor-in-chief of all time, Jonah Jameson is seen having a conversation with long-time employee, Robbie Robertson in his office until they are interrupted by the bugle's beautiful secretary, Betty Brant.

"Chief, I found Parker and Long." Brant said when she opened the door for Peter and Yang to come inside.

"Where you been? I've been looking for you two all morning. Why don't you pay your phone bill, gangsters with spider-powers, and we don't have pictures or a story of our own!" Jameson told the goofy couple in rapid succession, confusing them.

"We were, uh, um…" Yang tries to make up an excuse but shamefully can't think of one.

"You were where? Investigating and photographing squirrels? You're fired! Both of you!" Jameson spouted, firing his newest and oldest employees.

"W-What?!" Yang said in disbelief while Peter silently walks away with a non-surprised look as if he experienced this before.

"Jonah, we still need pictures and a story." Robbie reminded his boss while simultaneously saving the kids.

"Oh right. You're both un-fired. I need you, come here." said Jonah, gesturing his hand to get the un-fired employees' attention. "Get me a story behind the mysteries of these arachnid pests. No doubt Spider-Man is involved in it and I want pictures for the front page news tomorrow. So what're you waiting for? Christmas? Story! Pictures! Door! OUT!" The loudmouth editor points the heroes out the door which they promptly do without question.

 **BGM End**

* * *

 **BGM-Spider-Man 2 Game OST-Ballad in the City (Part 3)**

"I can't believe I got fired and un-fired at my new job in the span of two seconds." Yang, in her costume, expressed in both confusion and a little angry, riding through the skies on her Hover-Bee.

"You get used to it. Trust me, that happens to me at least three times almost every week." Spidey responded, riding along the tall skyscrapers on his brand-new Spider-Cycle he recently invented. The webhead shoots a web in front and behind him to create a web bridge for him to ride across as he continues talking to Power Woman. "For now, we should focus on where these new 'spider people' are coming from. I wouldn't be surprised if Mysterio or the Chameleon are behind this. They love impersonating yours truly sometimes just to tick me off, and they're probably doing it again."

Yang checks her hover bike's holographic screen to receive news about the gangsters. "I'm receiving incoming rumors about a meeting starting in five minutes between the gangs at a closed down mall in the Garment District. We should head there. Spidey, you don't think these guys _actually_ have spider powers, do you?" She asked him.

"Unless they dipped into radioactive spider juice pool last night, no. There's no way this many people could receive spider powers overnight." Spidey responded to her question.

"I dunno. It feels like everyone in the city is starting to feel strange. People at hospitals waking up on the ceiling. Strands of a _different_ kind of white stuff found in their bathroom-." Yang conversed with the webhead.

"That really is strange. Not the doctor kind, I mean. We'll deal with that later. C'mon. We're almost there." The duo riders rev up their respective vehicles and speeds up to the Garment District.

On the ground, Sonic and Ruby were in the middle of delivering pizza from Joe's when they spotted Spidey and Yang speeding up above their heads. "Are they on a date? I wonder where they're headed?" Ruby questions when she sees them pass by.

"I dunno, but I'm feeling a bad voodoo coming from that direction." Sonic replied, feeling a 'tingling' sensation inside his head.

"Yeah. Me too for some reason. Strange." Ruby said, feeling the same thing too. Without a second's thought, Sonic speeds up and gives chase to his vehicle-riding friends to see what's what. "H-Hey! Sonic! What about the delivery?!" She cried out to the blue blur, but he is far too long gone to hear her, so to compensate, she runs at top speed to catch up with her friends.

 **BGM End**

* * *

 **Garment District, Manhattan**

 **BGM-Dragon Ball Xenoverse OST-Cutscene: Alternate Age**

Spidey and Power Woman park their highly advanced motorbikes on top of a rooftop building, close, but not too close to the abandoned Walmart building across the street where they can safely spot a few black limousines parking in front of the supermarket without the risk of being seen. "There. I see 'em." Yang whispered to her teammate, using her ski mask to zoom in and detect various crime gangs walking out of the limos into the closed building, with one hooligan seemingly covered in green fur, leading a bunch of gray-haired look-a-likes into the mall as well. "I'm also spotting a couple of look-a-likes and a green-dressed fool leading the gangs inside the shop. I wonder who they are?" She asked.

Peter uses his enhanced lenses to zoom in close to the gangsters, with the one looking like a humanoid jackal catching his stiffen reaction, "No…It can't be…"

"Spidey, what's wrong? It looks like you've seen a ghost." Power Woman whispered to the wall-crawler, wanting to know what's wrong with him.

"That's Miles Warren. The Jackal. Alive?" questioned Spider-Man in deep disbelief.

"The Jackal?" questioned Yang.

"One of my old enemies. He was once my biology teacher at Midtown High before he got transferred to ESU. He's an expert in genetic tampering and cloning, especially when it involves human/spider DNA. One time the dude went crazy and started making clones of me and Gwen Stacy, just to make me suffer." Spidey explained his brief history with the Jackal to Yang.

"Why Gwen Stacy?" Yang asked.

"He, um, developed an 'attraction'to Gwen before she died." Peter nervously answered, scratching the back of his head.

"Okay. Ew. Now I'm afraid of taking Professor Port's class ever again." Yang said, disgusted and a little worried.

"It's been almost a year since I last saw the Jackal. I for sure thought he died when we last met." Spidey said, turning his head back to the gathering of gangsters.

"I bet a million dollars the one you saw was a clone judging from the twins and their twins down there." Yang said, narrowing her mask to the Miles Warren clones down below.

"Your right. And if the rumor about people and gangsters getting spider powers are true, then that means he's the one behind this. It's gotta be. We have to stop him before this turns to a bigger mess than the Clone Saga. I do _not_ want to go through that hell again." Spidey said with a serious demeanor from his face and body structure.

"Can we come?"

 **BGM End**

The blond and spider Avengers gack when they are surprised to see Sonic and Scarlet Rose nonchalantly standing behind the couple. "W-What the-? Where did you two come from?" Spidey asked the duo speedsters.

"Down the street. A couple of blocks away. Saw you guys coming over here and decided to follow." Ruby casually pointed to the direction they came from.

"We heard what you guys said. Some mad scientist trying to take over the city then possibly the world with his 'terrible' creations. Eh I've been there." Sonic informed his friends. He then starts stretching his legs and flexing his muscles. "C'mon. We have an evil scientist to beat up. Let's take him down and have pizza later." He and Ruby leap out of the building despite Spidey's protest. Leaving them with no choice, Spidey and Yang sigh and shrug before following them to the abandoned supermarket.

* * *

 **Abandoned Walmart**

The D-Avengers successfully infiltrated the closed down store and interrupts the meeting between the Jackal and the gangs of New York at the central hub. "Jack. _Jacky._ Jack Nicholson. You wouldn't mind me and my amazing friends crash this party, would ya?" Spidey quipped when hanging down a web from the ceiling.

Warren grinned, "Spider-Man. I had a feeling you and your friends might show up sooner or later, though I kind of wished it was later rather than sooner. No matter. Class is in session, and for our first assignment, YOUR DEATH. Extra credit to those who takes out the girls and their pet rat."

 **BGM-Sonic X OST-Battle**

The united gangsters cluster together and darts for the heroes with various weapons like guns and knives in hand. Sonic smirked while clenching his fists, "It's showtime!" The four teenage heroes split off to handle their own squadron of thugs and punks. Sonic uses his speed to easily boost through the thugs, sending them flying across big market. "Do these guys really have spider powers, 'cause they don't act too different from the norm?" Sonic questioned, hopping over gunfire and countering with successive homing attacks.

Scarlet Rose spins her enormous scythe around to deflect all the gunfire from some Apocalypse gangsters. "They seem to be stronger…" She said, then kicked in the back by a thin Dragon Tails' thug. "But not much to give us any real trouble." She retaliated with a plasma shot to the thug and knocking down more goons with swift and choreographed scythe slashes.

Next, Power Woman fights a large squad of gangsters all by herself, easily dispatching each moron with her coordinated, but explosive punches after some training with the likes of Ryu and Iron Fist. "Just to be safe, let's take them out as soon as possible. One Spider-Man is already enough for this universe to handle." She said, clapping her gauntlets together to form a powerful thunderclap, knocking out an entire squadron of baddies.

`Lastly, Spider-Man one-shots the last remaining thugs with acrobatic assaults and various web shots. "And if they do have spider powers, I doubt they attained my sense of humor. It's unique. Distinctive. Exclusive to the original." He quipped, grabbing large empty shelves with his webbing and twirls forward like a lightning-fast drill, finishing off the remaining baddies and standing beside his friends in front of the Jackal.

 **BGM End**

" _Magnificent_ , Parker. You seem to have improved since we last met." Jackal laughed.

"Tell us what you're planning, Warren. Are you really giving these wannabe thugs spider powers?" Spidey asked from his former professor.

"Mmmm, maybe. Maybe not. Ah, I know. How about you ask _these_ two top students in the class?" Jackal smiled, pointing his two thumbs up to the ceiling. Then, after an explosion that causes part of the ceiling to collapse, two armored thugs drop down in front of the professor, one with a skull for a face, holding a sword and shield, and the other in a tech suit that resembles a beetle.

"Uh, Spidey?" Scarlet Rose turns to Spidey about these new villains.

"Taskmaster and the Beetle, huh? Haven't fought them in a while. Thought they went on vacation to the Antarctic." Spidey joked.

"Hey there, slick. We meet again." The Brooklyn accent Taskmaster greeted the webhead by showing off his swordsmanship.

 **BGM-Sonic X OST-Sonic's Fight**

The hired mercenaries launch a massive assault onto the heroes, separating them into two groups: Taskmaster fighting Spider-Man and Power Woman, and the Beetle taking on Sonic and Scarlet Rose.

The latter villain chases the speeding duo across the store, launching heat-seeking missiles and lasers in an effort to quickly dispose of the heroes. "Eat this!" Rose throws her scythe like a boomerang at Beetle but missed, and would've eaten a face-full of rockets if Sonic didn't save her, activating the green bubble shield from his Skill Bracelet to protect her from the explosion.

"You okay?" Sonic asked about her well-being.

"Yeah." Ruby replied.

Before the Beetle could fire rockets again, Sonic intervenes with a homing attack from the ground. The hedgehog claps his feet together, transforming his nanotech shoes to hover shoes, allowing him to float in mid-air upon equal footing with the silent criminal. "You don't seem much of a talker, do ya? Don't worry, I'll do the talking for the both of us. Get ready to get squashed, bug!" Sonic quipped with a smirk. The hedgehog hero and beetle villain clash in mid-air, assaulting and countering the other's attacks with loads of explosions and spin attacks at high speed.

"Mind if I help?" Ruby asked, activating the Maiden Style Mode of her costume. She breaks apart her Crescent Rose to form dual-wield flame scythes and proceeds to join the fight with Sonic. "Maiden Rose to the rescue!" She quipped, striking Beetle with blinding slash attacks, ending this small assault by using the power of Maiden Style to release a blazing flamethrower from her dual-wield gun-scythes.

"Nice! Let me try my new toy." Sonic pops out a Red Star Ring from his bracelet, absorbing its massive power to grant the hedgehog a crimson red aura, then attacks Beetle with a powerful spin attack.

Meanwhile somewhere at this abandoned store, the Spider-Power duo are double teaming on Taskmaster with their respective martial arts but the skull-face mercenary keeps blocking their devastating attacks with his energy shield. "C'mon, Taskmaster! Show me moves you haven't shamefully copied before!" Spidey taunted, performing multiple roundhouse kicks onto the assassin's shield, then got countered with a shield bash through multiple empty shelves.

"How's that for starters, Webster?" Taskmaster taunted.

From behind, Yang comes down from the skies with a battle cry, style changing her costume to HeatGuts style, granting her a red color scheme and an enlarged fist for her vibranium hand. With her new increased power, she slowly manages to overpower Taskmaster with a Shoryuken, launching the villain across the store. "Not bad, blonde. Learned that from Ryu, eh? Ever consider joining my class? We have room for one more." Taskmaster offered.

"With that face? No way." Yang replied, irritating Taskmaster. He takes out a quiver, firing multiple arrow shots from his bow at the power heroine, but Yang was able to counter his shots by firing machine gun pellets from her upgraded Ember Celica. Once the dust settles, Yang comes towards Taskmaster with thought-out, powerful strikes that probably would've beaten Skully to a paste if he didn't have photographic reflexes to parry her moves with her own fighting style.

"I have copied and mastered _hundreds_ of fighting styles just by watching them once. And thanks to what the Jackal did to me, my strength, skills and reflexes have been enhanced greatly to that of Spider-Man's. You can't possibly beat me now." Taskmaster then proceeds to tauntingly chuckle at her for being so powerless against him.

"Maybe not with physical strength…" Power Woman starts speaking, kicking Taskmaster away from her. "Soul Unison: Ice Queen Soul!" She shouts out. Her costume lights up, getting an armored-up change similar to Ruby's, signifying she's activating Maiden Style. A faint image that looks remarkably like Ice Queen Weiss circles around her, forming a quick flash of light surrounding Yang. As it dissipates her costume has changed, crossed with the blue-and-white color scheme and design aspects of Weiss', replacing her ski mask with that of a visor.

"Let's see you copy this!" Yang summons blue glyphs with her newfound combined power with Weiss', creating an ice replica of a King Taijitu that chomps on Taskmaster repeatedly before throwing him away.

"Hey! Haven't forgotten about me, have you?" Spidey quipped, swinging through the air of the store to double kick Taskmaster back to the ground. The quippy webhead lands behind the hooded baddie, tying up his hood around his face with his webbing. "Let's see you copy our moves now, Skullface!" Peter quipped, kicking Tasky to Yang, who punches him with an ice punch from a glyph. "That's enough toying around! Let's end this, team!" Peter said to his friends.

"You got it!" Sonic replied while he and Ruby are still fighting against the armored Beetle. He holds Ruby's hand and they both shout, "TWIN SPIN!" They form into a combined spin attack resembling a blue-yin, red-yang formation with Ruby's scythe sticking out. They boost at tremendous speed, rolling into Beetle before he could see it coming. Then they rammed into Taskmaster while he was distracted with the other two jokesters, leading them to their doom as Spidey webs up his left hand with explosive webbing, joining Yang and her shotgun gauntlets to crushingly knock out the villains together, blowing them away to a refrigerator across the store.

 **BGM End**

"And that's what we call an 'explosive finish'." Ruby punned.

"But what about the Jackal?" Sonic questioned on the cloning professor's current location.

"He must have escaped during the fight. I don't sense him anymore. He's long gone now, but let's look around for any clues on his current location just to be safe." Spidey suggested.

"Right. I'll start here." Yang said, jumping and _sticking_ to the wall, surprising both herself and the friends that have witnessed her new spider-like abilities.

"WHAT THE-?!" Peter shouted in huge shock and surprise.

"Ooookay." Yang said, a little unsure of what's happening to herself at the moment. Wondering if this is real or not, she nonchalantly starts walking across the wall and then stands upside down from the ceiling with a smile on her face, "Hey look, Spidey! I'm you! This is so cool!"

"Uh…" Peter is absolutely lost, having no idea on how to wrap his head around the fact his super-powered girlfriend gained super-powered spider powers out of nowhere.

"Uh, Peter, why does my sister have spider powers? Did you, and Yang, had, uh…?" Ruby's a little afraid and embarrassed to finish that sentence, thinking he and Yang "shared the odd toothbrush together" when they're alone.

"Wha-?! N-N-No, no, no, no, no! We did NOT do what you think your thinking! I swear on my life me and Yang didn't…'do it'!" Spidey quickly protested in fear.

Sonic puts a finger on his muzzle to think about an earlier topic he had with his friends last night, "Hmm. Y'know. We've all been feeling pretty different lately since yesterday. I wonder…" The blue hedgehog looks at his right hand for a second, then proceeds to touch his wrist and, to their surprise, shoot a web line across the room. "Whoa! Cool! I can shoot webbing now." Sonic cheered, attaching a web line to the ceiling and begins swinging on it.

"Wha…" Spidey is now furthered shock his speedy blue friend also has spider powers.

"Hey! Let me try!" Ruby presses on her left wrist and shooting webbing to the ceiling, swinging on it across the destroyed supermarket.

"Please tell me that's from your prototype web-shooters?" Spidey asked Scarlet Rose, still stunned.

"Nope! Left them at home!" Ruby replied while she's enjoying her newfound spider powers.

 **BGM-Ultimate Spider-Man Game OST-Venom Cinematic**

Wanting to witness the shocking reveal of new spiders first hand, Ero the Other appears beside Peter in Astral form, with the same shock look as his host, _"New Spider-Totems? In this dimension? How can that be? Was this what I sensed wrong from the Great Web last night?"_

"I'm just as confused as you are." Spidey replied, then gets jumpscared when Yang meets him down from a web attached to the ceiling.

"Hey Spidey. How's it hanging?" She joked, then chuckled.

"Real cute, Point Break." Spidey said, then he gets a call from Weiss through his Webware. "Ah great. What now?"

Peter answers the call, projecting a holographic image of Weiss from upside down? _'PETER! What did you do?!'_ She shouted at the frightened webhead.

"Oh no, let me guess. You and the others have spider powers too?" Peter asked the Schnee heiress.

* * *

 **Avengers Mansion**

"Gee. Was it obvious?"Weiss sarcastically asked while standing upside down from Avengers Mansion. "This is terrible. No wonder I couldn't perform my work properly yesterday. I have the stickiness of a spider. Is you and your Other an actual disease now?"

"Oh, this isn't so bad." Blake said next to her, casually hanging upside down from a web-line reading a book. "I've never read a book like this before. This is honestly kind of fun."

Weiss grunts and turns to Tails, who also has spider powers and is researching why from his lab. "Tails, do you have any idea what's going on, _and_ how you can change us back?" She asked the two-tailed fox on some sort of cure.

"I'm working on it. All I can say is that somehow our DNA has been altered a few days ago, mixed with that of a spider and giving us arachnid-based abilities like Spider-Man. I'm looking into if they're more people who've been infected." Tails responded.

* * *

 **Back at the destroyed supermarket**

" _Argh…"_ Ero grunts, falling down to his knees in excruciating pain.

"Ero, what's wrong?!" Peter asked in concern.

" _My power…it's growing weak…Too many spiders accessing the Great Web…It's excruciating…"_ Ero responded through the pain.

"Too many?! What do you mean by that?! How many are we talking about?!" Spidey asked him, but Ero is too weak at the moment to talk and teleports back to Peter's inner consciousness. Then suddenly, Tails pops up from his Webware to deliver him more bad news.

' _Spidey! This is terrible! Look outside! Hurry!'_ Tails shouted in panic.

In response, Spidey hurriedly runs out of the doors of the busted supermarket, absolutely horrified at what he's seeing with his own two, widen lenses, "Oh…sweet…lord…"

Seconds later, Sonic, Ruby, and Yang run out to check with Spidey while holding an unconscious Taskmaster and Beetle. "Yo Spidey. What seems…to be…the problem… Oh man…" Sonic slowly stops talking as he and the girls joins a stunned Spider-Man in watching over ONE MILLION regular New Yorkers suddenly gain spider powers and either swinging or crawling through this infested Manhattan, with half of them being criminals wearing different Spider-Man costumes and are wreaking havoc across this 'Island of Spiders'. "Everyone in Manhattan…"

"Has spider powers…" Ruby continued, stunned and motionless like the others.

"It's more of a 'Spider-Island' than a Manhattan now, guys." Yang corrected them.

"Spidey…what should we do?" Sonic asked the shocked leader of the team for guidance and advise.

"…I don't know, 'cause this is _really_ messing with my sense of self here." Spidey responded, lost and confused on how to deal with this spider-disease he may indirectly had an involvement with.

 **BGM End**

* * *

 **BGM-Dragon Ball Super OST-Limit-Break x Survivor (Preview)**

 **Sonic: I'm Sonic. Sonic the Hedgehog. Everyone in Manhattan is starting to get spider powers from who-knows-where, and unlike Spidey, some of them don't know how to use their power responsibly. The Avengers and Fantastic Four are trying their best to handle the situation, but with over a million civilians as strong as the original webhead, it might take a while. That's where we come in. Okay team. Let's go help clear this mess, Spider-Style!**

 **Next time on D-Avengers: Spider-Island DX:**

 _ **The Amazing Spider-Manhattan**_

 **Sonic: Say hello to the Spectacular Spider-Hog, ladies and gents! No applause needed.**

* * *

 **KFX here: Five chapters in and I'm wondering what're your thoughts on this story so far. You like it? You hate it? Favorite moment? What do you expect from it? Give me your concrete thoughts at the review section.**


	9. Issue 6: The Amazing Spider-Manhattan

_Issue 6: The Amazing Spider-Manhattan_

 **BGM-Ultimate Spider-Man Game OST- Spider Man Hero**

"This is crazy! This is _BEYOND_ crazy! This is _ABSOLUTELY_ crazy!" Spidey starts rambling out of his mind when he, Sonic, Scarlet Rose, and Power Woman bypass hundreds upon hundreds of spider-powered New Yorkers as they swing on their thick weblines through the infested city of New York. "Three years ago, _I_ was the only spider this godforsaken city could fit! Now? OVER ONE MILLION! All doing whatever a spider can, with at least half of them being criminals, in copies of MY costumes, wreaking havoc, which in turn, is driving me INSANE! No wonder JJ hates me so much! This is HELL! This is HIS hell! And now? It's MY hell!"

"Are you done venting yet?" The spider-powered Yang calmly asked the freaked-out webhead.

"For now, yes." Spidey replied, with his head cooled down.

They group continues web-swinging through the city, fighting off the many spider thugs before resuming their patrol in the air. _"Gah. This is a madhouse of a city. Only a few spiders should exist in one dimension. Not a million. The Great Web can't handle this much stress. Even it has its limits. The Jackal is going to pay severely for this catastrophe."_ Ero said with a threatening voice inside Peter's mindscape.

"We'll worry about the Jackal later! In the meantime, we have to keep the city from falling apart!" Spidey replied, passing by a few 'ordinary' civilians web swinging, or crawling.

As he webs swings, the spider-powered Sonic the Hedgehog turns to his Webware to speak with Tails pronto, "Give us an update, Tails! About anything!"

' _More and more people are turning up with spider powers! A majority of the super-powered thugs are making a mess over at Bryant Park!'_ Tails informed his speedy spider hog pal.

' _The Avengers, SHEILD, and some other heroes are rendezvousing there as we speak! Cloak is taking us right now! Let's meet up and stop this madness before it gets worse!'_ Weiss told her friends through their comms.

"We got it! Let's move, team! Avengers Assemble!" Ruby shouted.

"Right! What she said! Full speed ahead, everybody!" Spidey said.

"Watch out! Here comes your Friendly Neighborhood Spider-Yang!" Yang cheered.

"Don't forget the Amazing Rose Spider!" Ruby joined in on the joke.

"And the Spectacular Spider-Hog!" Sonic grinned with joy of having spider powers.

"Trippy…So _that's_ what that feels like." Spidey said with a confused look from his mask, joining the rest of his spider-powered D-Avengers going through Spider-Island to help out the other heroes.

 **BGM End**

* * *

 **Bryant Park**

 **BGM-Sonic X OST-Sonic's Theme**

Over at Bryant Park, all Avengers team, half of the Fantastic Four, other heroes like Cloak and Dagger, and even SHIELD are at war with the spider-powered thugs wearing the various costumes and armors that the original Spider-Man has worn over the years, ranging from his classic suit to black suit, even Ben Reilly's Scarlet Spider attire.

"There's too many of them! Hundreds! And all just as powerful as Spider-Man!" Dagger said, using her lightforce daggers to attack the punks in spider stealth suits.

"Count your blessings, Dagger. At least they're not making any of web-head's lame jokes!" Hawkeye said, shooting various trick arrows at the Iron Spiders.

"Speak for yourself, Hawkeye! Ask me, that'd give me a reason to pound on 'em more!" Luke Cage responded, pounding on a Scarlet Spider to the ground.

"Cage! How can you kid at a time like this? We are so outnumbered!" Ice Queen Weiss asked while freezing a few Black Ace and Red Joker fakers.

"Wrong, rookie. I'm the Hulk! _They're_ outnumbered!" Red Hulk boasted, launching from the ground back down to scatter a few dozen Sacred Spider King imposters.

"Of all the arrogant-." Jessica Drew's Spider Woman face palms at Ross' arrogant confidence, elbowing a fake Advanced Suit Spider-Man.

"Shut up! All of ya! And get to work!" Wolverine shouted while taking down a few of the spider low-lives with his claws, _not_ killing them of course.

The First Avenger, Captain America, who is also infected with spider powers, is seen dispatching a few Arachna-goons with his new strength and powers, but still would've been overwhelmed if it wasn't for the timely arrival of Sonic, Ruby, and Yang.

"Hey gang! Guess who showed up late for the party?" Sonic quipped.

"Nice for you three to drop by. Where's Spider-Man? The real one." Cap asked them.

"He's, uh, somewhere around here." Ruby turns around to find Spider-Man, but with too many wearing similar costumes they've lost sight of him. "Oh no. I can't find him."

"He's got to be somewhere." Yang said, doing her best to find Peter.

"Never mind him. Let's put all our attention in subduing all these spiders before they cause any real damage." Cap ordered, with him and the three D-Avengers assisting the other heroes in taking out the fakers.

In the middle of this war zone, Spidey, the real one, has just arrived and is here to help Captain Marvel. "Captain Marvel! Hey pretty lady! Need any he-!" But is then furiously kicked to the ground by the Kree-Human Super Heroine.

"Great! Now they're getting pervy!" Carol said, thinking he's a faker.

"Ahh! Carol, no! It's…me! Gnh!" Peter weakly groans as he gets up behind Ben Grimm, the Thing. " _Time out!_ With the kicking and the punching and the what-not! This's me over here! The real Spider-Man!" The groggy spider hero said while getting his bearings.

"Riiight…like I ain't heard that five times already!" Thing smacks the real Spidey away with a rocky backfist.

"Thing, wait! I'm not-!" Peter is then knocked into Iron Fist glowing fist of death's sight, punched across the park like a ragdoll. "Iron Fist! Stop! Listen-!" And lastly is knocked through a lamppost by Black Tiger Blake's sheathed katana, "TIGER! STOP! IT'S ME!"

"Spidey, is that _really_ you?" Blake asked _very_ carefully while also keeping herself and her blade a distance from the "faker".

"No, it's Adam Taurus! Of course it's me! Who else would I be?! Weiss?!" Spidey retorted.

Blake gives Peter a deadpan stare through her ski mask, "Yeah, that's you alright. Who else could be that annoying?" She asked with her hand beside her hip. She then shockingly watches as Peter is blasted away by Weiss. "Ice Queen, what the hell?! That was the real Spider-Man!"

" _Oooooh_. No wonder I hated that one more than the rest." Weiss replied, with Blake sighing at her childish reasoning.

Thankfully for Spidey, he was saved at the last minute by his martial arts trainer, Shang Chi, who recently joined the fight against the spiders. "Whoa. Hold it. Don't karate chop me. It's-."

"You. I know. Let me help you up." Shang Chi grabs Peter by the shoulder and helps him up to his two feet.

"Shang?! What're you doing? You nuts? That's one of the bad guys!" Hawkeye said to the Kung-Fu Master, but is then met by Blake and Weiss.

"No, Hawkeye. It's not. That's the true Spider-Man." Blake told Clint.

Wolverine leaps over to the real Spidey, sniffing him. "Yeah. He's ours. Plus, he ate a cherry pop tart." Logan informed everyone that's their spider-boy.

"Shh. I didn't bring enough for everybody." Spidey whispered before getting up. "Unh. Just give me a sec. And I'll jump in and lend a hand-."

"NO!" Luke Cage shouted while whamming some fake spiders.

"No? Cage, what do you mean 'no'?" Spidey asked.

"You're in no condition to fight." Cage replied.

"Well, sure! Not after Captain Marvel drop-kicked me, and Thing and Iron Fist played whack-a-mole with my skull! And Black Tiger and Ice Queen for blind-sighting me!"

"And why was _that_? 'Cause there's too many damn Spider-Men here already! Beat it, kid. You'd just get in the way." Cage ordered the webhead to leave.

Mr. Fantastic and Ben Grimm walk up, or stretch, to Spidey. "In this _specific_ scenario, he does have a point." Reed agreed with Luke Cage about Spidey staying away from the fight.

"Yeah. We can't worry every time we smack one a' these guys. We might be caving in _your_ webbed head." The Thing said to Peter.

"Don't worry, Webs. We got this covered." Sonic said, boosting through a small army of Spider-Men.

"You go sit back and rest." Ruby said, blasting a few spiders through a building.

"But…Fine. Be that way. You can all play your little reindeer games. I know when I'm not wanted." Spidey depressingly walks away from the war zone to go change into his normal belongings.

"Sorry, Spidey! We'll make this up to you! Promise!" Tails said, firing an energy blast from his red arm cannon at a fake spider.

 **BGM End**

* * *

Over at an empty alleyway, Peter, now out of his costume in a red collared shirt and beige pants, watches dishearteningly his friends and teammates going to town with the Spider-Man Army. "I can't believe it. How did this happen? Seriously? This has to be the single weirdest day of my so-called super hero 'career'. We're in the throes of Spider-Pocalypse out here…and I got benched?! Uh. I hate being so helpless."

" _It's unfortunate, but with the current situation, we'll only serve as a hindrance. Leave your friends to their heroics until this is over."_ Ero advised his host.

"Hmph. Fine." Peter continues to be depress and starts walking around the devastated streets until he is met with Mary Jane, who just like the rest of New York, has spider powers. "Huh? MJ?"

"Peter? What're you doing just _standing_ there? Shouldn't you be out doing, y'know?" MJ questioned why Peter isn't out there helping his super friends.

"I wish. But with things are right now…I'm just an…ordinary guy." Peter replied. Hearing a loud war cry from behind, Peter and Mary Jane see Flash Thompson and his posse landing next to them from their web lines. "Flash? You also have spider powers?"

"Duh. Who doesn't in this city? You? Spider powers rules! I doubt you could handle them if you _did_ get them, Parker." Flash fist bumped, extremely happy to have the powers of his favorite idol. He then gives an unexpecting Peter the video camera he's been using for a sort of contest. "Record my good side, Parker! It's on a live feed! I'm for sure to win that weirdo contest with the entire world watching me beating on all these weirdos single-handedly. Let's move, Mustangs! Hero time!"

Pete and MJ watch in awe how Flash Thompson and the other Midtown students using their newly-discovered spider powers to help out saving a few civilians from the fake Spider-Men. "Check them out, Pete. They're all chipping in. Doing their part." MJ chatted with Peter. "But it's like you said. Look around." They both glance at their surroundings to see other spider-powered civilians not doing a thing to help, even with the great power they've received from a madman. "They're not the only one with spider powers. They're just the only ones helping out. The only ones being _responsible._ " She finished.

Peter thinks about this revelation for a moment before getting an idea. "You're right, MJ. Here…" He hands her Flash's video camera. "You know how to work this? On me in three."

"You sure about-?"

"Yeah."

* * *

 **Doomstadt, Latveria**

"OHOHOHOHOHO!" Dr. Eggman laughed. He and some other members of the Masters of Evil like Dr. Doom and Salem are watching the chaos and destruction they have wrought upon New York inside Doom's Castle, with Cinder and Tarantula watching beside them in silence.

"A success! A brilliant success! Thanks to the Jackal's Spider-Virus and our Fog Machines, we have infected over 90% of Manhattan through the Arachno-Fog, giving each worthless ingrate over there spider powers, causing complete mayhem for the heroes." Eggman said.

"And thanks to our Exo Stone and these new spiders existing in the same plane of existence, the Great Web and Spider-Man's Other should be weakened from the strain." Salem added.

"I'll admit I had my doubts this plan would work, but forming a powerful Spider-Army capable of destroying anything in its path has been proven quite ingenious. I was even able to incorporate spider powers to my badniks thanks to the Spider-Virus, and they've never been so powerful. Now the heroes are distracted. Outnumbered and outmatched while we move on with our glorious plan." Eggman laughed manically, thinking they have the heroes beat, until...

' _Hey, if you're watching this, you know what's going on.'_

"Huh? Who said that?" Eggman and the other villains turn back to the holographic screen to see Peter Parker speaking to the entire world through a live feed. "Who's that kid?"

Tarantula slowly growls when he sees his "brother" on screen, _**"Peewwterrr…Paarrkwweerrr…"**_

"This I have to see." Cinder smirked, waiting for one of Peter's inspirational speeches.

' _Some New Yorkers woke up today with spider-powers, and now they're tearing the city apart. And all over the world, no one's asking, "Why would they do that?" Because everybody knows, New Yorkers are loud, rude, obnoxious JERKS! Well, guess what? The rest of the world is WRONG. 'Cause today, like a lot of you, I found out that I've got spider-powers too!'_ Peter demonstrates by jumping up and crouching on top of a streetlight. _'And I'm gonna do my part! My name's Peter Parker, I'm a native New Yorker, and when I look around this city, I don't see a bunch a' jerks. Know what I see? Teachers, nurses, cops, parents, neighbors, friends, good people who give their all! Everywhere I look, I see heroes! New let's show 'em this didn't just happen to the jerks, it happened to the real New Yorkers too! And that today, we're not just heroes…WE'RE SUPER HEROES!'_

The egg-headed doctor from Mobius repeatedly stomps the floor in hissy-fit. "No! No! No! Damn you, Parker! You're ruining everything! He's just as annoying as Sonic and his misfitted friends!" He hears Cinder chuckle behind his back. "What're you laughing about?!"

"Oh nothing, doc." Cinder snickered.

With Salem, she's minds her own business, closing her eyes while letting out a small smile. _'Hmph. As usual, you never cease to surprise me with that loud-mouth of yours, Mr. Parker.'_

" _Enough, Eggman."_ Doom silenced the other doctor from his throne. _"Doom does not see how this would ruin our plans. In fact, the fool's speech just helped accelerated it. As long as more people learn and use their newfound abilities, the virus inside them will continue to mutate and spread, eventually granting us total control over their actions through the power of the Exo Stone."_ He presses a button on the arm of his throne, switching the screen so he could speak with the Jackal at his secret lair. _"Jackal. Report. What's the update on our little friend?"_

' _Ah, Doom. I was just about to call you myself. I wanted Salem to see what we're about to do to her new pet.'_ Jackal smiled.

"Oh stop. You're going to make me blush." Salem joked, unusual for her.

"Are you actually developing a sense of humor? You really are sick, aren't you?" Cinder joked to the Dark Mistress.

"Quiet, child." Salem retorted, irritated.

* * *

 **The Jackal's Secret Lair**

Emerald and Mercury, along with Orbot and Cubot, have strapped a naked Spider-King to a metal table surrounded by wires and other machinery he has no idea what they're used for.

" _ **Whutt izz thizz?!"**_ Spider-King asked the Jackal when he sees him come over.

"Poor Spider-King. Didn't anyone ever teach you about the birds and the bees? You see, when a Jackal loves a man-spider very, very much…" Jackal pulls a lever, causing the Spider-King to scream in pain and agony. "He fills him with two thousand mutated spider embryos. Sorry. That was rude of me. Next time I promise I'll take you to dinner, and a show! HA HA!"

* * *

 **Back at Manhattan, or Spider-Island I guess it's called now**

The heroes of New York are still fending off the numerous fake Spider-Thugs and are starting to lose steam. "THIS'S INSANE! We're WAY outnumbered!" Captain Marvel carped, throwing a car at a squadron of Spider-Punks.

Sonic webs himself up and performs a spin dash, bowling through dozens of the spiders with a single strike. Once he got out of ball form, he starts showing signs of fatigue, "Even with my new speed and web powers, this'll take forever. We need a new plan of attack. We need backup!"

After punching an Iron Spider in the chest, Yang pants for a moment then turns to her right when she notices something "odd". "Uh, Sonic? Something tells me that's _not_ gonna be a problem. Cavalry's here." She smiled.

The united heroes turn to the direction Power Woman is facing, becoming absolutely shocked at what they couldn't believe even with their own eyes. "Kid? Are you outta your flamin' mind?" Wolverine asked.

"YO!" shouted Peter, swinging towards the battlefield with _hundreds_ of Spider New Yorkers behind his back to back him up. "Let's show these guys how we do things DOWNTOWN!"

Flash Thompson leads a good chunk of New Yorkers to battle, striking down all the Spider-Thugs with overwhelming forces. "This's for making us look bad! Next time, take it to Jersey!" A random Yorker man said, punching a spider in the face.

"Think we can hurry this up? I'm paying my sitter extra." A random Yorker woman web strikes a hooligan in the face.

"Whatever. I'm missin' out on overtime for this. But y'know what? Worth it." Another Yorker body slams a stealth suit Spidey with his increased spider strength.

Peter and MJ work together in taking down a few spiders before meeting up with the rest of the D-Avengers. "How? Did? You? Just-?" Weiss starts asking, mindless and flabbergasted that Peter managed to convince all these people to fight for a good cause.

"Convince thousands of New Yorkers to fight with great power and great responsibility? I have no idea either, and this is coming from the guy who wouldn't get anyone to come with him to a science exhibit." Peter finished with devious smirk.

"Awesome job, Pete." Sonic gives Peter a bro-fist as he continues talking. "Now let's enjoy this party while it last, spider-style!"

"Ah yeah!" Peter agreed, leading his team to beat down on these imposters.

* * *

 **Morning**

It took a couple of hours but thanks to the combined efforts of the Avengers and the Spider-Yorkers, all of the spider-powered criminals have been knocked out and arrested by SHIELD.

"Johnny and Susie are gonna be pretty mad they missed out all the fun while they took the kids to New Atlantis." Ben Grimm chatted to Reed while overlooking an arrest of a Spider-Faker. "So what do we do with 'em all, Stretch? Ship 'em off to the raft?"

"Definitely not. This is an infection. We can't risk exposing the other inmates to these men." Reed told Ben.

While the Fantastic Two are speaking with each other, Captain America walks above a staircase to get a better vantage point to speak with all the New Yorkers and heroes. "Alright everyone, listen up! First off, I want to thank each and every one of you for helping us subdue this threat. We couldn't have done it without your help, but now we must deal with a bigger problem. What we fought here today was merely a symptom. Some sort of 'Spider-Flu' that's giving everyone in the city spider-powers. I've consulted with the mayor and SHIELD. We're ordering a full quarantine around the island. Every bridge, tunnel, seaports, and airports will be shut down until we can find a cure. I know it sounds much but please, stay within city limits until this epidemic is behind us. We WILL find a cure. And once we do, Spider-Island will be no more." Cap finished his awesome speech.

* * *

 **One hour later…**

 **BGM-Spider-Man 3 Game OST-Grand Finale**

Peter Parker, still out of his costume, is swinging through the skies alongside his New York spider brethren, performing various parkour tricks and then swings off again. _'Web-swinging through the city and not having to change feels so good, but that doesn't change the fact all this was possible because of the Jackal who is still out there. I have to find him, but first…'_ Peter turns to his Webware to call up his friends. "Boys, girls, Weiss, talk to me. What's your status? How's guard duty coming along?"

' _Agh. All these spider-people wanting to leave the city are starting to get on my nerves.'_ Sonic said through their comms.

' _We're all positioned at various tunnels and bridges keeping the civilians at bay until a cure can be found. What's going on with you, Pete?'_ Blake informed the non-dressed web-slinger.

"I'm heading to the Baxter Building right now to see if Dr. Richards needs my help. No doubt I'm 'Patient Zero' of this epidemic considering who's involved, so Reed might need my blood samples to create the perfect cure if we want to save the city." Peter replied.

' _Understandable, and don't be too hard on yourself, Pete. I know you must be blaming yourself for this, so try not to think about it too much, okay.'_ Blake comforts him with a sincere voice.

"I'll try. Thanks, Blake. I'll call you guys if I need ya." Peter hangs up the call and spots the Baxter Building not too far away, web swinging as fast as he could to meet with Mr. Fantastic.

 **BGM End**

* * *

 **Inside the Baxter Building**

Up at the 33rd floor of the Fantastic Four's tall headquarters, Peter walks out of the elevator to Reed Richards' large laboratory, where he spots Tails working with Mr. Fantastic on the Spider-Cure.

"Peter, you're here." Tails said with a smile.

"Ah, Peter. Just the spider I wanted to see. Would you be so kind in donating a sample of your DNA to this device." Reed said, showing Pete a small contraption that samples a person's blood.

"That's why I came here, Reed. Take as much as you want." Peter pulls down his right sleeve, allowing Richards to take a good sample of his unique human/spider DNA into his device.

"Thank you. Mr. Parker." Reed stretches back to his computers so he could immediately analyze Peter's DNA for a cure. "Now Peter, I've heard from Tails you've developed an EMP device that once jammed your Spider-Sense, correct?" He asked the un-costumed webhead while looking through a microscope.

"Yeah, when I fought a robot named MACH-X who copied my spider-sense when I was on Remnant months ago. Why?" Peter asked.

"Could you graciously send me the schematics and details? I'm working with Horizon Labs to build Spider-Sense Jammers that'll create a 'psychic barrier' around the city to keep the infected at bay. And don't worry. We'll make sure the jammers won't affect _your_ Spider-Sense." Reed asked Peter of his work on jamming spider-senses.

"Horizon Labs?! You mean with Max Modell?! Of course! Oh very course!" Peter responded very happily.

"You seem excited." Tails asked with a devious smirk on his face.

"Max Modell is one of my heroes. I love the guy. Do I get to meet him?" Peter geeked out.

"Not at the moment, no. Sorry." Reed apologized.

"Aww…"

"But I can show you what we've found. The source of the infection." Mr. Fantastic points Peter's attention to terrarium screen that depicting some strange purple stuff. "If you look here, I have this magnifying screen hooked up to this makeshift terrarium. We've managed to decipher that the thick fog from a few nights ago was manufactured, genetically altered and mutated with a specific radioactive isotope similar to the spider that bit you, granting everyone in Manhattan spider-powers. A sort of 'Arachno-Fog' I guess you could call it."

"Whoa. Seriously?" Peter asked.

"We are. It's actually quite insidious if you ask us." answered Tails. "The Arachno-Fog was designed to seek out and rewrite _normal_ human DNA, that includes people like me and Sonic. Mutants and Super Heroes with already altered DNA appear to be immune. That doesn't include Huntsmen like Ruby or Blake however. Their Aura are not designed to prevent such a calculated biological attack like this."

"What about Weiss? She knows magic thanks to Dr. Strange. Why does she have spider-powers when she should be immune?" Peter asked.

"I guess she's one of the unlucky few that got them despite her immunity." Tails answered.

"Sucks for her. So how long until your done with the cure?" Peter asked the genius scientists.

"Who knows? We're working on it as fast as we can." Tails said.

"Can I help? I have you know I'm an _expert_ when it comes to Parker DNA." Peter persuaded with his smooth talk.

"No need. We can handle it from here." Reed answered.

"Oh come on! What you'd expect me to do now? Everyone else in the city is busy but me." Peter complained.

"For now, your assignment is to find the Jackal. He's your enemy and he's loose somewhere in the city. We can't let that maniac wander around while we're trying to find a cure to stop his madness." Richards suggested to Pete.

"Okay. Alright. I'll call up Captain Watanabe for information on his old hideouts, but considering what's going on with all these Spider-Yorkers, it _might_ take a while until I get a proper reply." Peter said.

"In the meantime, how about go continue on that 'secret project' of yours and see if you could finally finish it." Tails suggested.

"Good thinking. I dunno why, but I have a strange feeling it'll be needed when things might go south for us later. See ya." Peter waved good-bye to the other scientists so he could head back to Avengers Mansion to complete this mystery project.

* * *

 **Avengers Mansion**

 **BGM-Mega Man ZX Advent Tunes OST-Dive into Depth**

Back at the mansion, Peter mentally puts on his Advanced Spider Suit as he, and an astral projection of Ero, walks into his lab, with the entire hi-tech room lighting up upon their arrival.

" _So what is this 'secret project' you've kept talking about, and how come I'm only hearing about this now?"_ The Spider-Deity asked his spider-host.

"Because you're either sleeping, training, or doing whatever you like do in my mind while I work." Peter answered.

" _Hmph. Fair point. So what IS it?"_ Ero emphasized.

"It's two things actually: A new armor and a new energy source in case things get rough." Peter clarified.

The Spider-Scientist presses a few buttons on his holographic screen to reveal a new Spider-Armor from the back of the lab. This new armor shares the same design aspects of Peter's classic suit but armored up, sleeker, more fluid, entirely segmentless. It features a big black spider emblem surrounded by a golden outline, with its legs extended around the chest plate, and a big red spider symbol on the back. It has a lot of shiny metal-looking red and blue with golden trim accents at various parts of the armor. The armor possesses slanted down golden shoulder plates, a belt buckle, improved golden arm guards for his red gauntlets, along with blue gems on the arms and legs. There are light-colored sharp ridges on the helmet and the inclusion of a sharp blue gem.

" _What's this? A new Iron Spider?"_ Ero asked.

"Nope. This's actually the Spider-Armor Mk. II: The Arachna-Prime Armor. Built this entirely myself." Peter answered.

" _What happened to the first Spider-Armor?"_ Ero questioned.

"Acid. It's a long story. I've been building this new armor ever since I became an Avenger, after analyzing the specs of Iron Man's _and_ Mega Man X's armors and crossing them together to get this." Spidey points to his new armor while talking to Ero. "It's made entirely composed of a unique combination between Unstable Molecules, advanced liquid nanotechnology, and my very own, custom-made, lightweight Platinum Titanium-SM alloy, making this baby _extremely_ durable that not even an angry Hulk could destroy it. Heck, this suit is so advanced with tech and weapons I'm sure Tony would wet himself when he sees it in action."

" _How so?"_ Ero asked another question.

"Well, for a while now, I've been trying to create my own source of clean energy that I can use to further power up the armor. _Cleanergy._ Wow I'm not good at making up names. I'm calling it the 'DX Tech node'. It's a type of fusion power that's _sort of_ similar to Repulsor technology, but mostly different to care. It essentially duplicates the conditions of the sun for a billionth of a second and could potentially power about four countries or more simultaneously." Peter explained to his Other.

" _But isn't that dangerous?"_ Ero questioned.

Peter sighed, "It is, and I've been trying for months to find ways to make it safe to use. I got Tails to help me out here and there but we kept running into dead ends, even when we experimented using the ISO-8 in an effort to stabilize the node." He said, but then got into some thinking. He reaches for his pocket and takes out the Chaos Stone he found a few days ago. "I wonder; can we use this? If I could harness enough quantum energy from this stone, I should be able to equalize the reactor's energy balancer and get it to fully harmonize with the protons of the DX node."

" _You sure that's a good idea?"_ Ero asked.

"You said it yourself. This stone contains immaculate amount of energy unlike anything we've studied before. I'm confident this'll work. And when it does, the Arachna-Prime will be prime and ready." Spidey walks over to a machine that'll siphon the chaos energy from the Chaos Stone. "Okay JARVIS. Siphon as much energy from the Chaos Stone and mix it with the DX Reactor."

' _Right away, sir.'_ The British AI begins drawing off quantum energy from the limitless energy gem. When he collects enough energy, he safely transfers its power to a small spider-shaped chestpiece made of vibranium that contains Parker's unstable DX Tech node. After a few seconds of equalizing both energies, the chestpiece cools off, now powered up with clean purple energy. _'Energy transfer complete. DX Reactor is fully perfected and stabilized with clean energy.'_

"Nice!" Spidey fist bumped with pride that his invention actually worked. "Now begin diagnostics of the reactor and another update software for the armor. Then when it's safe to be used, implant the DX Core One to the chest along with miniaturized reactors throughout the body."

' _Begin diagnostics. Implantation of DX Reactors estimated to be complete in roughly 14 hours.'_ JARVIS informed Spider-Man of the estimation when he should be done with the armor.

"Good." Peter nodded, and then finally gets a call from Captain Watanabe of the NYPD. He answers her call through his mask's inner comms. "Yuri. Got what I need?" The Prime Spider asked.

' _Yeah, I do. I have information on one of the Jackal's old hideouts. Sending you the information now.'_ Watanabe sends the data to Peter, receiving it through his Webware.

"Thanks, Yuri. You've been a big help. See ya." Peter hangs up the call so he could contact Weiss and Blake. "Blake. Weiss. I have information on where we might find the Jackal. Meet me at these coordinates if you're not too busy."

 **BGM End**

* * *

 **Empire State University**

"Uh. Where are they?" Spidey impatiently asked himself while standing outside Warren's old lab over at ESU.

"HEEEY!"

Peter looks to the skies, spotting Ice Queen and Black Tiger swinging towards his direction, landing right in front of the Spider-Warrior. "Man, these new spider-powers are a trip. They're so awesome!" Weiss joyfully admitted.

"Heh. It's about time you admitted my powers are awesome and _not_ disgusting." Peter smirked behind his mask.

"I've never said that!" Weiss argued.

"Is this the place?" Blake intervened to get them to stop arguing.

"Yeah. This is one of the Jackal's last known hideouts. Hopefully, he left some clues for us to use." Spidey said.

Using her amazing spider-strength, Blake easily rips open the protected metal door and toss its aside. "After you." She cockily waves Spider-Man to the lab.

"Uh…thanks." Spidey said, a little shy.

The small group of Huntsmen Avengers walks into the Jackal's old, dirty laboratory, searching their surroundings to find abandoned lab equipment that don't seem to work anymore. "Find anything?" Black Tiger asked her fellow spider teammates.

"Nnnnope." Ice Queen replied while lifting up an empty desk with one arm.

"Wait. Let me use my Spider-Sense, and hopefully Horizon Labs haven't accidently jammed it." Spidey said, sending out an invisible shockwave with his spider-sense to get an X-Ray scan of the entire laboratory for any hidden doors or something of the sorts. The webhead managed to locate a hidden chamber locked down underneath a heavy bookcase. With his spectacular muscle, he moves the cabinet to the aside and opens up the doors to an underground tunnel.

"An underground tunnel? Where does it lead?" Tiger asked.

Peter reaches to his belt pocket to take out an inactive Spider-Drone in ball form. "Let's ask my little bot to do some surveillance, shall we?" He asked, activating the Spider-Drone. The little spider buddy ascends to the air and dives down deep into the tunnel. It flies across the tunnel, leading itself to an abandoned subway station.

"It looks likes one of New York's old subway stations." Spidey observed, with him and his friends watching what the drone sees from his holographic pop-up screen.

"Wait. Who are those?" Weiss points to a small squad of goons in militaristic armor with a sinister red spider emblem on their chest.

"Judging from their terrible fashion sense, they're probably Spider-Soldiers working with the Jackal. Well, at least they're not wearing my costumes anymore. It only looks good on me." Spidey answered.

"And what's that? On the right." Blake directs their attention to a black-and-green complex machine that's shaped like a spider with a glass dome on top.

"That must be the machine that spewed out the Arachno-Fog, giving everyone spider-powers." Peter answered. "Let's take a closer look. First, we'll take care of the guards in stealth mode. After we beat their heads, I'll hack the machine. It might give us clues on where it was created, which will hopefully lead us to the Jackal."

The girls nod, touching the center of their chest to activate the ElecShadow Style Change for stealth, as evident for their dark yellow ninja-like design, while Spidey presses his spider emblem to transform his entire body black but his red lenses. Once they're properly stealthily, they jump down into the tunnel, not noticing someone was watching them from their hidden camera.

* * *

 **Shutdown Subway Station**

The stealthy heroes crawl on the walls and ceilings of the subway tunnel leading to the Spider-Soldiers and the fog machine. They meet up Spidey's little spider bot, who he quietly puts back in his belt. As they arrive to the base, Spidey quietly reminds the girls to take out the goons fast but swiftly. With their spider-senses jammed, the Spider-Soldiers were unprepared when someone from the shadows knocks them out with one punch before webbing them to the walls, ceilings, or unconsciously hanging from the ceiling in a cocoon.

' _That seems to be the last of them.'_ Black Tiger informed Spider-Man through their comms.

"Good. Dropping stealth mode now." Spidey deactivates his stealth mode and swings over to the fog machine, meeting up with Blake and Weiss a second later. "I'm gonna start hacking this thing while you ladies watch the master work-." Suddenly, his spider-senses tingles to incoming danger. "Do you girls sense that?"

"No. Our Spider-Senses are jammed, remember?" Blake reminded the bugman.

"Oh yeah. Forgot." As the group turns around they are blasted away to an empty train by a powerful sonic blast. Then someone from the shadows throws small gray discs to their chests that causes them to float in mid-air unwillingly.

"Greetings, Avengers. We've been called here to do a little extermination of a certain bug menace." A man floating in mid-air wearing hi-tech purple armor greeted the D-Avengers. Standing beside him are three of his allies: one holding a sort of glue gun, the other with a claw for a hand, and the last person being that of a woman in some sort of wrestling outfit and a ball-chain.

"Whu-oh. The Frightful Four." Spidey recognized the villains.

"What, are they an evil version of the Fantastic Four?" Weiss asked, not sounding too scared at the slightest.

"Nuh-uh. You're thinking of the U-Foes. _These_ guys are way more pathetic." Spidey answered, angering the Frightful Four before introducing each frightful member one-by-one. "Wizard, master of high-tech gadgets. Klaw, the villain made of living sound. Thundra, ruthless warrior woman from an alternate future timeline…" The girls glare at Peter for a second. "Don't ask. And last but _certainly_ least, it's Paste Pote Pete."

"It's the _Trapster_ , bug-boy, and guess what I do?" Trapster threatened, while also irritated that Peter made fun of his name.

"Blow the world's biggest bubble-gum?" Spidey joked, angering the Trapster.

"Enough. Our clients have paid us very handsomely to eliminate these wannabe Avengers, and with our new spider-powers, killing them will be like a snap on a web." Wizard sinisterly chuckled.

"Clients?" Blake takes notice of that term, knowing that the Jackal seems to be working with someone else for the cause of this outbreak.

"You really think killing us will be that easy?" Spidey jokingly asked his assailants.

"You're trapped within an anti-gravity field thanks to my discs. There's no room for escape." Wizard said.

"I don't need room when I could do this!" Spidey mentally controls his suit to release a short-circuit electric discharge that destroys the Anti-Gravity Disc on his costume, freeing him from the Wizard's control. "TA-DA!" He sang. With just two web shots, Spidey destroys the discs controlling his teammates and turns their attention to the sinister FF. "Ladies first." Peter said, prompting his friends to choose a spider-powered supervillain to beat up on.

 **BGM-Mega Man X5 OST-vs Dynamo**

First to fight is Ice Queen Weiss against the Sound Master Klaw. Klaw fires a sonic blast at Weiss which she runs around it and attacks, releasing a fire wave from her rapier that knocks the sound villain across the abandoned station. "Ugh. You're going to pay for that, girly." Klaw threatened, unleashing sonic-based web pellets that are powerful enough to knock her through a couple of pillars.

She rubs her head before shaking off the pain, "You're not the spider who could experiment with their webbing." Ice Queen creates a white glyph underneath Klaw that sprouts web tendrils to his arms and legs, binding him for a series of lightning-fast assaults from the heiress' rapier blade. With her strength, she ends the assault by kicking Klaw straight to the face, flinging him across the station. Irritated, Klaw unleashes the full force of his Sonic Disruptor at Weiss, but she was able to block the sound wave with a glyph shield. Now in the mood to finish him off, Weiss activates her Maiden Style mode, granting her a unique armor design while also powering up her abilities through the roof. "How do you like this?!" She asked, surrounding herself with four chaotic blue glyphs that forms hand to unleash a devastating wave of energy, strong enough to knock Klaw cold.

At another part of the subway station, Black Tiger Blake is holding her own against the super-strong Thundra, blinding her from each side with the use of her clone semblance. "These won't work on me, girl!" Thundra declared, punching through a fire clone that explodes upon impact, but it didn't leave a single mark on the ruthless warrior queen. With a single stomp, she causes a small earthquake to shake the entire station, tripping Blake to the floor, leaving herself wide open to get squashed by Thundra's heavy boot.

In just a nick of time, Blake activates her Semblance again, leaving an afterimage to get smooshed by Thundra's foot. While temporarily distracted, Thundra is thrown across the station by a web thanks to Blake. "Now I'm starting to see why Spidey likes doing this. This is fun." She smiled, shooting numerous web pellets at the roaring Thundra. Thundra rams through all the webbing effortlessly to get up close and personal with the Huntress, but Blake sweep-kicks her off her feet before getting roundhouse kicked across the stage. As Thundra throws her chain at the annoying cat, Blake slices it up with her Gambol Shroud. Having enough of her pestering, Thundra charges at Tiger one more time to finish her off. Seeing this, Blake activates her Maiden Style so she can use Soul Unison. "Soul Unison: Power Woman Soul!" She said, gaining the power and costume design crossed with Yang's. With her new powers, Blake lazily takes the gruesome punches from Thundra making her think she's at an advantage, but when Blake effortlessly catches her last punch she's caught off-guard by her glowing red eyes, leaving herself wide-open for a shattering punch that breaks the floor underneath them, beating Thundra.

"Miss me! Miss me! C'mon, Paste Pote Pete! Shouldn't you have the reflexes of a spider? How come you still haven't touched me?" Spidey joked with the Trapster, infuriating the ridiculous supervillain to the point he can't properly hit the spider with his Paste-Gun.

"I got this, Trapster!" Wizard fires an energy blast from his gloves at Peter, knocking him across the underground tunnel. He throws another one of his Gravity Discs at the webhead, but Spidey catches it and throws it right back.

"Sorry. I don't need it." Spidey quipped, attaching the disc to the Wizard's chest, causing him to lose control over his gravitational pool. "That accessory looks really good on you, Wiz. Very inspirational. Extremely light." The web-slinger joked before turning his attention to just the Trapster.

"Hope you enjoyed that joke of yours, bug-brain, because you'll be stuck with forever thanks to this new glue gun mixed with that webbing of yours." Trapster taunted. Just as he was about to fire his new-and-improved Paste Gun at Spidey, the wall-crawler clogged up the nozzle with his webbing, causing too much build-up in the gun and backpack until it was too much, exploding into huge paste of sticky glue that, conveniently, glues up all the Frightful Four to the walls and ceilings, leaving them unconscious and ready to be picked up by SHIELD.

 **BGM End**

"We should have survived that sticky situation, huh girls?" Spidey punned, causing Weiss to groan but Blake to lightly giggled.

"I hope I won't develop lame puns with these spider-powers." Weiss mumbled before reminding Peter of their mission. "Anyways, shouldn't you go and study that fog machine or whatever?"

"Oh right. I just hope I won't get stuck on my way back there." Peter joked, but's then thrown at the machine by Weiss, not in the mood to hear another one of his lame jokes. "Fine. Fine. I'll start analyzing this thing right away. Party Pooper." He mumbled. After about a minute of hacking the onboard terminal, Spidey learns something about the fog machine. "Hmmm. From what I could gather, this fog machine was manufactured somewhere at the Savage Land, possibly meaning there's more of these."

"The Savage Land?" Weiss raised an eyebrow, having no idea what that place is.

"Yup. Pack your bags, boys and girls. It looks like we're going to the Savage Land." Spidey said.

"Looks like." Blake responded.

"But I didn't buy any sunscreen." Peter joked.

"Good thing you're covered head-to-toe." Blake smirked.

"Oh yeah."

* * *

 **Underneath Avengers Mansion**

With some clues about the Jackal's possible main base of operations, the entire D-Avengers team strap themselves to their seats in the massive cockpit of their Quinjet, the Web Cyclone, while Tails warms it up to prepare for take-off.

"So the Jackal's base is somewhere in the Savage Land? Why?" Tails asked Spidey sitting next to him.

"I don't know. That's all I could gather before the data was corrupted. You sure it's a good idea for you to come, Tails? Shouldn't you be helping Mr. Fantastic on the cure?" Spidey asked his two-tailed fox friend.

"Nah. He's got the people from Horizon Labs to help while I'm gone. This is more important now." Tails replied with a grin.

"I see."

"What're we waiting, you guys?! Let's head towards the Savage Land!" Ruby cheered from her seat.

"Yeah! Let's go!" Sonic said.

"Okay. Fasten your seatbelts, Avengers. We're taking off!" Tails said. The Web Cyclone descends down on the launching platform through the giant pool of water that leads to an underwater tunnel meant to fly through. Once the green light means clears pops up, the Web Cyclone flies off through the tunnel and out of the ocean into the air, then flies at mach speeds towards the Savage Land.

Watching the D-Avengers take off from New York is the Jackal, sitting on a chair on top of a rooftop while casually eating some buttery popcorn. He takes out his phone to call up somebody, "Yo, Ock. The heroes are coming your way. Just want to warn you."

' _Thanks for the warning, Warren. I have everything set up to take down those D-Avengers the minute they get here. They won't leave the Savage Land alive.'_ Doctor Octopus sinisterly said through the phone before he hangs up, leaving Jackal to his popcorn.

* * *

 **BGM-Dragon Ball Super OST-Limit-Break x Survivor (Preview)**

 **Ruby: Hey everyone. My name is Ruby Rose. We've arrived at the Savage Land and, OHMYGOD, dinosaurs really do exist at this place! Ahem. Anyway, we've found the base where they're making those fog machines, along with them mining ISO-8 crystals from the earth. If those fog machines reach other countries, we'll have more new spiders than that J Jonah person could ever handle. Let's shut this place down!**

 **Next time on D-Avengers: Spider-Island DX:**

 _ **Savages of the Land**_

 **Ruby: Can I** _ **please**_ **ride on that T-Rex? Just once.**

* * *

 **KFX Here: Because I saw Avengers: Infinity War recently (Great movie by the way), Spider-Man's future armor is mostly based off the MCU Iron Spider Design, with some inspiration from the Mega Man X's armors. It's time I give a brief rundown on what this new armor could do AND also inform you our new "OC" character will be showing up at the end of next chapter. Stay tuned, but first rundown of the Spider-Armor Mk. II:**

 **Spider-Armor Mark II, also called the Arachna-Prime Armor. Based and crossed with many armor specs from Iron Man's and Mega Man X's, present and future tech colliding.**

 **Made of Unstable Molecules mixed with Advanced Liquid Nanotechnology and Lightweight Platinum Titanium-SM Alloy, making it almost as durable as Vibranium**

 **Waldoes: Further-enhanced when combined with Spider-Man's Aura to perform crazy attacks**

 **Armored Web-Shooters**

 **Repulsors that are as strong as a shoulder mounted power plant**

 **Weapon Materialization like an energy blade**

 **New DX Tech Node, similar, but more efficient than Tony Stark's Arc Reactor**

 **Has Style and ISO Changes from previous armors**

 **Reduce energy consumption by 50%**


	10. Issue 7: Savages of the Land

_Issue 7: Savages of the Land_

 **Over the Antarctica**

"Ugh. I hate the Savage Land. I HATE IT!" Spidey complained on the trip to the Savage Land via the Web Cyclone.

"Hate? What's to hate?" Blake asked the web-slinger.

"It's the land time forgot for a reason." Spidey replied.

"We're almost there. Fasten your seatbelts." Tails said to the team.

"Uh, tell _them_ that?" Weiss points to the roof of the Quinjet where Sonic, Ruby, and Yang are standing outside the ship, feeling the wind blowing to their faces.

"Ahhh. Isn't this the life?" Sonic asked, smiling with his arms widen open.

"Would you three get down from there already?!" Weiss shouted at the reckless daredevils from inside the ship.

"So the Savage Land, there are like mutates and dinosaurs, correct?" Blake questioned about the natural wildlife of this time-displaced habitat.

"And a surprising amount of acceptable jungle nudity." Spidey added.

"Ew. I don't want to see that. Can we turn around now please?" Weiss urgently asked Tails since she's in no mood to meet naked people.

"That's a little too late for that, Frosty, since we're probably not going to survive the crash now that we're here, from what I've been told anyways." Sonic joked with her.

"Crash?! What crash?!"

"Sonic, cut it out. There's no way we're gonna crash. This ship is designed to avoid almost any." Tails is interrupted when the Spider-Sense Radar detects two ancient Pterodactyls about the blindside them. "SEATBELTS!" The pilot swerves by the dinosaurs, exciting the living relics to chase the heroes above the Savage Land. Everyone is screaming for their lives, while those who stupidly stood outside the ship clinging for their dear lives. "ALMOST THERE…Almost there…" After another few seconds of intense veering and whirling, Tails was able to escape the Pterodactyls and safely land the Cyclone to an open grassy field in the middle of a jungle.

The heroes exhaustedly walk out of the ship having nearly avoided certain death. "Haha. That wasn't so bad, was it?" Sonic chuckled, unscathed and as lively as ever.

"I hate you." Weiss muttered. Just micro-seconds later, the entire team's spider-senses tingle to a roaring T-Rex out of nowhere, smashing the anterior of the jet.

"Go! Split up! Run for the trees!" Ruby directed, distracting the large dinosaur with energy pellets from her gun.

"Dinosaurs?" Blake said, awe-struck to be standing in the same vicinity of a real-life dinosaur.

"I need to get a real job." Spidey whined.

Both Sonic and Tails repeatedly attack the T-Rex with multiple spin attacks, leaving Yang to finish it by punching its lights out and throwing it across the jungle with her enhanced strength. "Did you guys see that? I threw a dinosaur." She asked her friends.

Weiss turns to the partially-wrecked Quinjet and starts to get really, really worried! "AH! The ship's destroyed! We're stranded in a land with killer dinosaurs, disgusting wildlife, and possibly naked people for the rest of our lives! We're dead!"

"Chill out or else you'll melt yourself to a whiny puddle." Spidey joked, irritating the Ice Queen. The Spider turns to the fox, "Tails, you have that Nanobot Welder with ya?"

Tails nodded, "It's stored at the back of the ship. Thankfully that dinosaur didn't wreck that part or else we'd be stranded."

"Well okay then. Ruby, Tails, Weiss. You're Team Amazing. Stay here until the ship is repaired. The rest of us are Team Spectacular. We're gonna search for the factory that's manufacturing these fog machines and shut it down." Spidey instructed the team on their assignments.

"Team Amazing? Team Spectacular? Egotistical much?" Weiss asked, crossing her arms while glaring at the webhead.

"What? Aren't we all egotistically amazingly spectacular?" Spidey joked with the heiress.

"Just get out of my sight." Weiss replied.

Before they leave, Spidey turns to his wrist device to message a certain ally, "I'm also gonna call some friends to keep you guys company."

"Who?" Yang asked.

"Just some allies I know that lives around here." Spidey answered.

"So how are we gonna find this base?" asked Sonic.

"Follow your spider-sense. Or better yet just follow me. We'll find it in no time." Spider-Man replied.

"Bye guys! Good luck!" Ruby happily waved at Team Spectacular when they start web-swinging through the bushy jungle to find the source of the Arachno-Fog and the machines that pollute their infectious disease.

* * *

 **30 minutes later…**

 **BGM-Sonic the Hedgehog (2006) OST-Tropical Jungle**

After a half-hour of mindlessly swinging around this crowded jungle, Team Spectacular decided to take a quick stop surrounded by bushes to rethink their plans. "Uh, Spidey. Do you know where we going?" Sonic asked the team leader.

"My spider-sense isn't picking up any baddies or bases for miles." Power Woman commented.

"Hmm…" Spidey says, taking a quick scan of what's in front. "Hmm…" Then another of the back. "Humph." He arrives at his conclusion, "It's official. Blake got us lost." He casually shrugged.

"Me?! YOU'RE the one who got us lost and said 'we'll find it in no time'!" Blake retorted with shock and anger at the Spider's annoying joke.

"Whatever…I'll just use this." Spidey pulls out the Chaos Stone from his pocket, repeatedly tossing it into the air.

"That thing's not a GPS, Pete." Blake sweat-dropped, sighing. "Don't you think you're being a bit careless?"

"We're in the middle of a jungle. There's no one around for a-." Then in a split second, a Pterodactyl swoops in and swipes the Chaos Stone by the beak and then goes off on its merry way in the jungle. "What the-?! Hey, it's gone! That thing stole it!"

"You see what happens when you don't listen?" Blake berated the careless Spider.

"Ahh, shut up, Kitty. Just help me get it back!" Spidey responded to her scolding, then proceeds to chase down that Pterodactyl for the Chaos Stone.

 **BGM End**

 **BGM-Sonic Adventure 2 OST-** **Won't Stop, Just Go! ...for Green Forest**

Everyone but Sonic, who's grinding on some thick vines, pursue the stone thief with his high-speed acrobatics and marvelous web-swinging tricks. They hop from tree to tree, with each team member breaking off a thick piece of tree bark so they could stylishly surf on the narrow river. Spidey tries to knock the Pterodactyl from the air with his web shots but repeatedly miss, then spotting another problem in front of them. "OH CRAP!" He cursed when they're approaching the end of the river, leading to a massive waterfall to another part of the jungle. The heroes scream for their lives as they drop 100 feet, then are miraculously saved when they slide down the swerving neck of a massive Sauropoda.

After landing on the ground, the team spots the stone thief just above them. "I got this!" Sonic declared, running to the top of the biggest tree he could find so he could fling himself to the air, knocking the Pterodactyl out of the sky while forcing itself to spit out the Chaos Stone. "All right!" Sonic said, reaching for the stone but misses. "No way!" He yells, dropping down to the ground.

Spidey and Power Woman each run from opposite directions to catch the cosmic gem, shouting "Mine, mine, mine, mine, mine, mine…!" repeatedly, jumping to the air simultaneously, hitting each other's head in the progress and again missing the Chaos Stone as it falls to Black Tiger's hands.

"Got it!" Blake smiled, but it's quickly replaced with fear when her spider-sense triggers to a STAMPEDE of rampaging T-Rex's and various other dinosaurs. She screams loudly, showing more emotion here than ever before, running through the forest like a maniac. She passes the Chaos Stone to Sonic as the other injured Avengers sees her speeding pass them, making them wonder why she's running, only to turn around to the stampede and follows suit with Blake, running and screaming for their very lives.

"THIS IS WHY I HATE THE SAVAGE LAND! EVERYTHING HERE IS ALWAYS TRYING TO KILL ME!" Spidey yelled in terror.

"STOP TALKING AND KEEP SCREAMING FOR YOUR LIFE!" Blake yelled at him as they continue running away from the rampaging dinosaurs.

 **BGM End**

* * *

Unbelievably, the team somehow escaped the raging dinos and rest up behind some bushes in another part of the forest. "Oh my god we're alive…" Yang panted heavily while on her knees.

"I think that's enough excitement for one day, dontcha agree fellas?" Sonic asked, lying flat on his back in pain and tiredness. "Where are we anyways?"

Blake looks through the small opening of the crowded bushes to find out their current location. "Hey guys. I think we're here." She whispered to the group.

"How do you know?" Spidey whispered, joining Blake in scouting what awaits them out of the bushes, spotting a small factory-like station that's guarded and patrolled by Spider-Soldiers. "This looks to be an old SHIELD Science Station converted to a factory." He observed.

"Yo. Look over there." Sonic whispered, pointing his friends to the direction where he spots trucks and airships, with the Spider-Soldiers currently transporting a few fog machines, some which look like a circular bomb. "It looks like they're going to transport those fog machines to different parts of the world, to infect other countries with spider-powers."

"And look over there." Yang whispered to a group of lackeys mining what appears to be ISO-8 crystals from the earth. "They're mining ISO-8 crystals, probably to help speed up production on the fog? Who knows? And, what are those robot things with the spider-fakers?" She points out the small octopus-like robots assisting in mining.

"Those aren't any robots. Those are octobots." Spidey answered, narrowing his lenses to those dreaded machines of mayhem.

"Octobots? You mean the kind that Doc Ock guy we pounced before uses?" Sonic asked.

"Same one. I knew I recognized the design and tech of these fog machines from somewhere. It seems that Ock and Jack are working together in giving people spider-powers." Spidey said.

"So that's what the Wizard meant by clients." Blake said, remembering her recent encounter with the Frightful Four. "We have to shut this place down, before they transport those machines to other countries."

"Don't worry, Kitty Cat. I have a plan that'll make our lives 25% easier." Spidey said.

"Will it involve being reckless, over-extreme, and could most likely get us killed?"

" _Exactly_."

 **BGM-Grandia 2 OST-FIGHT! Ver.1**

After about a minute discussing the plan, the D-Avengers begin to execute it onto their spider adversaries. While patrolling the science station, the Spider Soldiers' spider senses triggers to some rustling from the nearby bushes, "OH BOOOOYS!" Jumping high from the bushes are Spider-Man, Power Woman, and a dozen Black Tiger's clone shadows. "Do any of you have a phone? Our plane crashed." Spidey quipped. The Spider Soldiers attack the heroes with their guns and energy weapons but can't seem to get a direct hit. The heroes retaliate by unleashing a massive barrage of rapid-fire web bullets from their wrists, incapacitating a good majority of the arachna-goons. Spidey then web grabs the Black Tiger clones, who are also fire ISO-Dust clones, and then yells, "Here comes the kitty cats," slinging the explosive clone onslaught to the ground, scattering the goons across the forest.

"Everyone! Get to the ships! Now!" One SS thug shouted to his comrades, making their way to one of the transport ships with the fog machines, but before any of them could enter a ship, they are knocked by a speeding invisible force. "What the-?! Who did that?! Ant-Man?!" He questioned, scared.

"Wrong!" A tiny blue speck spin attacked the massive crook before returning to normal size, revealing himself to be Sonic. "It was the Ant Spider-Hog! Gotta love Pym Particles!" He quipped, attacking the other goons using the wind by his side.

Yang is doing well on her own, crushing the many octobots and thugs that come her way, but when she tired firing a web from her wrist, nothing comes out. "Huh? Heeey. What happened to my super-awesome, and totally disgusting webbing? I thought it was limitless." She questioned.

Spidey comes in to meet Yang, performing an overarching spin kick to a spider thug as he does so. "Actually, it's not. Drink more fluids and eat starchier foods. Trust me, this has happened to me a few times. That's why I always come equipped with my good old, upgraded web-shooters." He said, jumping into the air, unleashing huge streams of webbing from both his web shooters and internal organic webbing onto the goons, then encasing himself in a rotating sphere made out of webbing, and a few seconds later, it explodes, scattering more webbing that incapacitates a few dozen more.

"You have got to spare me some web-shooters." Yang said.

"Maybe later."

To wrap this up, Blake throws a ribbon to Sonic. The hedgehog grabs it and gets into a spin-ball position. Using her spider strength, Blake uses Sonic as a blitzing wrecking ball that devastates the remaining goons, ending it off with Sonic equipping himself with a fire shield to unleash a blazing explosion when the Faunus slams him hard to the middle of a petrified crowd.

 **BGM End**

"Awesome. You're just as fun to play with as Blaze." Sonic grinned.

"And just as hot, I take it?" Blake warmly smirked.

"In what sense?" Sonic confusingly asked the black cat, causing Blake to sigh.

"And if we're all done hurting Blake's feelings, I suggest we start storming the factory and shut this place down." Spidey advised.

"Lead the way." Sonic said, following his friends inside the science station factory.

* * *

 **Elsewhere**

Back at the crash site of their ship, Tails is currently using his Nanotech Welder to gradually repair the ship using nanotechnology, which kept the entire ship in its memory, making it easy to recreate. While he's busy fixing the ship, Weiss is bored out of her mind, impatiently sitting on a rock having nothing else to do. She watches Ruby practice her scythe-wielding skills by mixing in some lightning-fast kick work on the grassy plains not too far from her.

"Tails, how almost done are you with the ship? I'm getting tired of this place." Weiss complained.

"Just a few more minutes, Weiss, then we'll catch up with the others." Tails replied, still working on the ship.

 **BGM-Dragon Ball Super OST-A Fearsome Foe**

Weiss returns being a bored-out-of-her-mind ice queen until hers, and the rest of the group's spider-sense kicks in with the forecast of imminent danger afoot. "Who's there?!" She shouted directly towards the dark jungle.

Sinisterly walking out of the darkness is a man wearing animalistic leather clothing with claws at the tips of his fingers, and the other is a flying pterodactyl with shredded pants. The animal man chuckles before speaking to his prey, "Lookie what we found. A couple of skinned stray pups all alone in the middle of the jungle, all smelling like Wolverine. The D-Avengers, I presume?"

"Yeah. What about it? Who are you people? Certainly not the friend Spider-Man told us about." Ruby asked.

"No. The name's Sabretooth, and my flying reptile friend here is called Sauron. The Masters of Evil have hired us to rip you to shreds while Doc Ock plays with the rest of you lost puppies." The mutant Sabretooth said.

"Masters of Evil? Doc Ock?" Tails questioned, having no idea what or who these Masters of Evil people are.

"What kind of name is the Masters of Evil?" Weiss asked.

" _ **We have no time to answer your questions, little one, considering that your about to be dead!"**_ Sauron talked, attacking Weiss with a fire ball that she promptly deflects with a glyph.

Scarlet Rose clashes with Sabretooth against his unbreakable talons, getting a few good hits in by repeatedly kicking him in the chest with a barrage of speedy kicks, then knocking him afar with a diagonal scythe slash. "Who are the Masters of Evil? Are they working with the Jackal in giving New York spider-powers?" She asked the Canadian mutant.

Sabretooth gleefully wipes away the blood from his lips while his chest wounds fully heal in a matter of seconds. "Hehe. Yes, and they're going to do so much more once we get rid of you, wannabe Avengers." He lunges at Ruby, slashing his claws against her chest before kicking her straight to a tree.

"Hey, Tails! We could use some flying assistance over here!" Weiss said to the fox while battling the airborne Sauron's fire breath and energy blasts.

"Just a few more seconds! Give me a few more seconds!" Tails hurriedly replied, working as fast as he can in repairing the ship.

And as if the situation couldn't get any worse, their loud battle has attracted the attention of the other dinosaurs of the Savage Land, ranging from small Raptors to ginormous T-Rexes.

"Tails!" Weiss shouted, blasted to the ground by Sauron.

" _ **Hahaha. Game over, children."**_ Sauron taunted.

Sabretooth pins Ruby to the ground with his immense strength, making it impossible for her to escape, "There's no one here to save you. You're surrounded!"

 **BGM End**

"Not anymore, they're not!"

"Huh?"

 **BGM-Dragon Ball Super OST-Dream Tag Match**

A loud roar is heard from the nearby dark forest, and out of it comes a 20-foot large red T-Rex that effortlessly rams into the other dinosaurs with its head, and riding on its nape is a long-haired naked man holding a spear wearing nothing but a ripped brown shirt while his monkey-looking human friend sits behind him.

"Devil, over there!" The monkey man points his red pet to Ruby and Sabretooth. The crimson dinosaur loudly roars and knocks Sabretooth across the jungle.

The naked man hops down from the dinosaur to help Ruby up her feet, "Are you alright, child?"

"Yeah, I am. Are you the help Spider-Man called for?" Ruby asked.

"Indeed. My name is Ka-Zar, Protector of the Savage Land. And these are my friends, Moon-Boy and our fellow rampaging companion, Devil Dinosaur." Ka-Zar introduced himself and his friends to Ruby.

"That's great! Now can someone help me with dino-boy and his pets?" Weiss shouted, fending off Sauron and the other dinosaurs by herself.

"Don't worry, Weiss! Help is on the way!" Tails said, having finished repairing the Cyclone. He hurries back inside to the cockpit to strap himself in for a hidden feature he and Spidey programmed into the ship. "Web Cyclone Transformation! Now!" With a push of a button, the entire Web Cyclone begins to morph into something else. Something awesome. And what could be more awesome than a 25-foot red-and-blue Hulkbuster mode. **"Is this your preferred form of help?"** Tails asked from inside the Hulkbuster.

"Ahhh yeah! Hulkbuster is my kind of help!" Weiss cheered.

Tails starts piloting the Hulkbuster to subdue the other dinosaurs with either brute strength from its heavy punches or by blasting them to hell with its large repulsor beams. As he's fighting, Tails is attacked by Sauron's flame breaths. **"Eek. You need some breath mints. Or in this case, missiles!"** He fires hordes of missiles that easily knocks Sauron on his dinosaur butt.

Seconds later, Sabretooth growly returns for round two, only to be struck with fear with the combined force of the heroes along with a Hulkbuster and a large red dinosaur. "Uh oh." Is all he could spout before promptly beaten to a pulp.

 **BGM End**

* * *

 **Abandoned SHEILD Science Station**

"Don't you guys know you're giving us spiders a bad name with your criminal dance parties?" Spidey quipped, kicking a few spider goons in the face, continuing traversing this abandoned SHIELD station with the rest of Team Spectacular.

"Are we close?" Blake asked as they make their way deeper into this evil factory.

"We should be. Just up ahead." Sonic said, speeding through the remaining guards until he and his friends are met with the central machine manufacturing the fog machines. "This is it. Let's begin the smashing."

"I go first!" Yang said, racing Sonic to the control panel, but when their spider sense tingles, they are forced to step back when the floors starts to attack them with metallic octopus arms. "What the-?! How?"

"Nanotech," Spidey answered. "And judging from those floor tentacles, I can give you eight octo-guesses who created it?"

"There's no need for that, Spider-Man. Allow me to relieve the pain of guessing by piercing my tentacles through your fragile heart." Jumping down from the ceiling to meet the heroes is sinisterly smiling Doctor Octopus and his nanotech tentacles.

 **BGM-Sonic Rush OST-Theme of Strained Event**

"Doc Ock. Looking a lot thinner since we last met. Taking those Nanotech medicine pills, I take it?" Spidey joked with his long-time nemesis.

"Same old Spider and his annoying little wisecracks. And who's this familiar face," Ock turns to Sonic. "Sonic the Hedgehog. Still trashing around with the wall-crawler and his new cheerleading posse."

"Did he just call us cheerleaders?" Blake asked Yang, who replies to Ock with an angry growl.

"I always look forward in stopping a Doc's plan, Ock, no matter what dimension I'm in." Sonic grinningly replied.

"Then you'll find this new plan a little more out of your league to stop, even with your friends' help." Ock smirkingly responded back.

"What? Working with the Jackal in turning people into your very own Spider-Army? Pretty lame and repetitive plan considering the last few infestations we've stopped recently." Spidey quipped.

Ock shortly chuckles, "I assure you, bug, this is much different than anything any of you ever encountered before. We, the Masters of Evil, are soon going to control the world with the most powerful army the universe has ever seen!"

"Masters of Evil? Who's that? Some rock-band you joined?" Power Woman asked.

"Yes, a rock-band. A band of villains that will soon sing the song of your demise. And once you're out of the picture, ultimate power will be within our grasp, and we shall be invincible!" Ock creepily replied.

 **BGM End**

 **BGM-Spider-Man Shattered Dimensions OST-Doctor Octopus (Femme Fatale)**

"Ha, we may not know what your plan is, but it's never going to work." Spidey said, leading his team in the fight against Doctor Octopus.

Doc Ock attacks the heroes with barrages of tentacle swipes but he keeps missing because of their arachnid-like agility. "Wished you had spider agility like us, huh Ock?" Yang taunted while avoiding the octo-tentacles.

"I don't need spider powers to defeat such impertinent children, especially when I have control over nanotech." Ock replied, using the nanotech factory to form two walls beside the heroes, squishing them. "The Jackal informed me of your imminent arrival so I took the time to remodel my base with my nanotechnology. This entire factory is my weapon, and I'll use said weapon to crush you like bugs!"

"Can't crush what you can't see!" Sonic said, using his bracelet's shrinking abilities to turn tiny, freeing himself from the Doctor's wall-crushers. He quickly turns back to normal for a homing attack, freeing the others as well.

"Your nanotech won't save you from my Ionic Webbing. I've even mixed in a little Anti-Metal Vibranium chemical compound to spice up the effects." Spidey said, firing ionic web barrages at Ock's metal defensives to give Sonic and Yang enough time to beat up the octopi for good measure.

Octavius growls, managing to swipe the heroes away with a swift tentacle whip. The maniacal doctor then wraps his tentacles around his four limbs, granting him increased superhuman strength and agility. With each punch, he was able to knock away all four heroes to separate corners of the station with little effort. Spidey shakes his head, leaping back towards the doctor for another trade of fisticuffs. "You're not getting rid of me that easily, doc. I'm a very hard spider to squash, squish, or evaporate." He quipped, shooting two web lines pass Ock's side, grabbing and pulling Blake in forward for a couple shots of her own, then while she's busy clashing with Ock, she tosses her Gambol Shroud at Peter so he could cut off two of Ock's metal arms, then works together for a double roundhouse kick straight to the doctor's face.

"Errr, enough of you!" Ock growled while his nanotech tentacles repair themselves. He burrows his tentacles deep underground, causing the entire base to form huge tentacles that wrap themselves around each heroes' limbs, lifting them up to the air while entangled. Ock laughs before he begins gloating, "Now do you children see how hopeless it is? To challenge your absolute superior? Give up your struggling! You have no power that could overmatch me!"

"C'mon, spider-strength! Don't fail me now!" Spidey said, struggling to break free from Ock's tentacles, but just like his friends beside him, he's can't, and with his web-shooters encased by the tentacles, he can't use his ionic webbing to melt the metal.

"Does anyone have a plan?!" Blake asked, struggling.

"Uh, let me think!" Sonic replied, shaking his body violently in hopes his speed could prove useful in this situation. While he shakes, he accidently drops the Chaos Stone that was hidden in his quills to the floor. "Oh no! The Chaos Stone!"

"Is that…" Ock is shockingly stunned to see that the heroes had in their possession another of the eight Exo Stones in the multiverse.

On its own without any intervention, the Chaos Stone starts to hover in mid-air, glowing violently bright with a light blue color, then a second later the stone summons a massive whirlpool of water that envelops the entire base as a whole, freeing the heroes from Doc Ock's mechanical grasp only to find themselves caught in the whirlpool of destruction, but once Sonic scarily grabs back the stone, because hedgehog hates water, the whirlpool quelled itself, allowing everyone to breath safely again.

"What…the hell was that?!" Yang asked the group.

"That's the power of the Chaos Stone." Blake said, amazed by its raw, destructive power.

"Impossible! You fools have an Exo Stone?!" Ock asked, surprised and shock.

"An Exo what?" Spidey responded, oblivious to what an Exo Stone is.

"Give that to me!" Ock demanded, using his tentacles to strike at the heroes but missed when they dodged.

"Um, no. But we can give you a beatdown as an alternative gift!" Sonic said. The hedgehog pops out a Red Star Ring from his bracelet, absorbing its tremendous power to amplify himself into an unstoppable spin attack. He crushingly stomps on the doctor, allowing Yang and Blake to double-team and uppercut the villain to the air, giving Spidey the pleasure to finish him off by slamming him back to the ground with a web slam.

 **BGM End**

"Aw yeah! We rule!" Yang cheerfully fist bumped the air.

"Give it up, doctor. You've lost." Blake told Octavius.

"Even if you defeated me, my allies should already have destroyed the rest of your little friends." Ock menacingly told his adversaries, but a second later a huge wall of the base broke down, revealing Team Amazing along with the heroes of the Savage Land holding a defeated Sabretooth and Sauron.

" **I hope you weren't referring to us."** Tails said, inside the Hulkbuster Cyclone.

"Tails?!" Sonic said, surprised to see his best bud piloting a Hulkbuster.

"Hey, guys! Look! I'm riding a dinosaur!" Ruby waved to Team Spectacular on top of Devil Dinosaur's massive head.

"Ka-Zar, you made it!" Spider-Man said, noticing his Savage Land friend.

"Greetings, friend Spider. Hope you don't mind if we cut in on your fun." Ka-Zar replied with a smile.

"Sorry, but you're a few seconds late on the fun." Spidey replied.

 **BGM-Sonic Rush OST-Theme of Strained Event**

"Ugh…" Doc Ock grunts, holding onto his chest as he forces himself up from the ground. "I won't forget this, Spider-Man! You've no idea of the machinations in play! Now that we know you hold an Exo Stone, the Masters of Evil won't rest until we derive it from your withering corpse!"

"What're you talking about?! Who're you working for, Ock?! Answer me!" As Spidey darts himself towards Octavius, he is knocked back to the ground by a blurring fist. Once he regained his composure, Peter looks in front of himself only to be shocked when facing a robotic red-and-black counterpart. "You're…"

"Mecha Spider-Man?!" Sonic finished, recognizing their previously thought destroyed robot doppelganger.

 **BGM End**

 **BGM-Sonic Rush OST-After the Fight**

Before anyone could do anything, the heroes spot a black jet hovering above the wrecked ceiling, ready to pick up Octavius and Mecha Spider-Man. "C'mon, Mecha! We have other business to take care of." Ock ordered his robot when the jet teleports them inside.

"Wait, Octavius!" Spidey shouted, with him and Sonic rushing to the spot he teleports himself off of, only to see his jet escape at mach speed before Spidey could attach a Spider-Tracer. Having no idea what to do now, they both snap their fingers in frustration that they got away.

 **BGM End**

* * *

 **A few minutes later outside the base…**

 **BGM-Sonic Rush OST-Theme of Sonic's Event**

"Thanks again for your help, Ka-Zar." Spidey said, shaking his friend's hand as thanks.

"I should be thanking you, Spider-Man. These marauders have been disturbing the peace of the Savage Land for days now, mining what you call the ISO-8 from the earth here. If it wasn't for you Avengers, I would've never stopped them, so again thank you." Ka-Zar said, smiling.

"It was our pleasure," Blake smiled back. "We'll call in SHIELD to come pick up the mess, if you don't mind."

"That would be most pleasant. I'll watch guard of these interlopers until they arrive." Ka-Zar replied.

With that taken care of, Spidey and Blake turn back to the rest of the D-Avengers, spotting Sonic, Tails, and Yang having fun riding on Devil Dinosaur's back for a little while. "Alright, kids! Playtime's over! Get off the red dinosaur's back! We're leavin'!" Spidey said.

As instructed, Sonic and friends hop off Devil's back. "That was fun, Devil. Let's play again some other time." Sonic said to the big dinosaur, who happily licks the three with his long tongue.

"See ya, Deviy." Ruby petted Devil's nostril area, earning a happy lick from him that causes her to chuckle.

"Now Devil, isn't there one more person you should said good-bye to?" Moon-Boy asked his friend.

Devil glares at Weiss who's standing not far from the reptile, leisurely taking huge steps towards the ice heiress. Weiss sees him coming closer and gets extremely worried, "No, no, no! Get away from me! Don't you dare-!" She warns him but it was too late as Devil takes a long second to lick her entire body, leaving large chunks of his saliva onto the Ice Queen's clean costume. "I hate this place." She growled while covered in slime.

 **BGM End**

* * *

After saying their good-byes to Ka-Zar and friends, the D-Avengers fly out of the Savage Land via their transformable Quinjet back to New York. "So this thing's called an Exo Stone?" Tails asked Spidey about the Chaos Stone and what Doctor Octopus called it.

"That's what Doc Ock called it, yeah. He seems to be familiar what they are." Peter replied.

"And these Masters of Evil? Who are they, and what's this ultimate power Octavius was speaking of? Was he referring to these Exo Stones?" Blake asked.

"Possibly, but we know next to zilch about these Masters of Evil creeps," Spidey replied. "All we know is that Doc Ock, Mecha Spider-Man, and the Jackal are a part of it, and that alone makes me worried considering the amount of damage their causing with this spider epidemic."

"I still can't believe someone wasted their time creating a robot version of you." Weiss said.

"I've been cloned before, not to mention Kang once created a robotic duplicate of me. At this point, I'm kinda used to it." Spidey said.

"Let's head back to New York and find out about the Masters of Evil next move. We have to stop them before they cause any more trouble here on Earth." Ruby said.

Moments later, the ship gets a call from out-of-world. From another dimension actually. Sonic's dimension. _"Incoming call from one Sally Acorn from Mobius."_ JARVIS informed the team.

"Huh? Sal?" Sonic said, surprised to hear from the leader of Mobius's Freedom Fighters.

"Who's that again?" Yang asked.

"JARVIS, answer the call." Tails ordered the A.I.

A holographic screen pops up inside the ship for everyone to see. From the screen they are greeted by a Mobian female Chipmunk wearing a blue vest, azure knee-high boots, white gloves, a black tank-top underneath her vest, and black skin-tight shorts with a white trim.

 **BGM-Sonic Riders OST-Eggman Again!**

' _Tails?! Thank goodness this got through. Where's Sonic and Spider-Man?'_ Sally asked her long-time friend.

"We're over here, Sally. What seems to be the problem? Is Eggman causing trouble again?" Sonic asked when walking closer to the screen.

' _We're not certain at the moment, but there's a good chance he might. Look.'_ Sally turns her screen to show the D-Avengers a surprising sight, the people of her beloved hometown, Mobotroplis, all seem to have spider-powers, just like what's happening at New York.

"What the?!" Spidey shouted.

"They all have spider-powers, just like with us and New York!" Yang said.

"How did this all happen, Sal?" Tails asked.

' _The craziness happened since this morning, after some mysterious fog blanketed the entire city overnight.'_ Sally informed them.

"Oh no…Don't tell me." Spidey said, shaking his head in disbelief.

"Eggman and Doc Ock are working together again!" Sonic deduced.

"Which also means Eggman is part of the Masters of Evil!" Blake said.

Spidey grunts, smashing his fists together, "Should've saw this coming the moment I saw Mecha again. Those doctors _really_ want to ruin my summer vacation, do they?"

' _If you can, come over here right away so we can discuss a plan on how to deal with this new threat.'_ Sally advised.

"On our way, Sal. We'll be right there. Heh. This summer adventure is starting to get cooler and cooler. Onward Avengers!" Sonic grinned.

"Activating Inter-Dimensional Warp Drive!" Tails said, pulling down a lever that opens a multi-colored portal through spacetime and flies the ship through it to Mobius.

 **BGM End**

* * *

 **Castle Doom**

At Latveria, the mutated Spider-King greets Doctor Octopus and Mecha Spider-Man when they land at the landing bay behind the castle. "Greetings, Spider-King. I assume the others are still working on the experiment?" Ock asked the spider beast.

" _ **Hurr…Yeeeessss…"**_ He replied.

 **BGM-Sonic Adventure 2 OST-Conquest**

Spider-King leads Octavius to the castle's laboratory, spotting Dr. Eggman, Dr. Doom, and Salem almost done with their secret project that mysteriously involves a black ISO-8 Reactive gem inside a high-tech tube filled with cosmic fluid from the Espeon Exo Stone attached at top.

Eggman turns around greet his fellow scientist. "Otto, what happened my friend? Your base at the Savage Land went offline a few minutes ago." He asked.

"Those interloping Avengers led by the Spider liberated me of my base, but that's not all. They somehow got ahold of themselves an Exo Stone, which they've dubbed the Chaos Stone." Otto replied.

"What?! They have an Exo Stone?! That could put a huge damper in our plans once they learned to control its immense power!" Eggman said, shocked.

"Then isn't it a good thing we started this experiment as soon as possible, in case the heroes got ahold of one of the stones?" Salem calmly replied to the doctors.

"Yes. An experiment to create the ultimate weapon of destruction that'll prove too formidable for any hero to _ever_ overcome." Otto said.

" _Indeed, Octavius,"_ Doom spoke. _"Thanks to you and the Jackal, we've acquired more than enough battle data and DNA of the heroes to finally complete our project. This artificial lifeform composed of the strongest our worlds have to offer, under our absolute thumb to command."_ Doom inputs the various DNA and battle data into the computer. They all take a quiet second to notice the data all clustering itself together from the screen, and after a few more seconds it solidifies into one being that strangely looks like a hedgehog.

"Remind me again why we're making our super weapon that of a hedgehog?" Salem asked.

"It's because I won the bet, that's why," Eggman answered. "I want to surpass my grandfather in creating the superior ultimate lifeform that to Shadow. And after so many years, I can safely say, with confidence, I have triumphed over him."

" _Then, would you care to do the honors, Eggman?"_ Doom steps aside to allow Eggman to pull down the final lever in completing their project.

"With pleasure." Eggman grinned. The malevolent egg-shaped doctor pulls down the lever, causing massive amounts of electricity to surge from the machine with the ISO-8. The Masters of Evil watch carefully at the black ISO-8 Reactive inside the tube, noticing the crystal beginning to transform into that of a three-foot black hedgehog, with spines that have the same shape as Shadow the Hedgehog but blue instead of red. Its lower spines are also pointed downwards. His gloves and shoes have the same shape as those of Sonic, but instead are light gray with two golden rings for bracelets. His arms and belly also look like Sonic but colored brownish-golden.

"Perfect…" Eggman sinisterly said, watching as their experiment is about done. "The culmination of our united genius and collective intellect has finally arrived," The tube starts to open itself up, pouring out a ton of white smoke surrounding the new hedgehog. "Behold! The Destroyer of Worlds! The Dark Supreme Lifeform given life because of our power! The entity composed of our most hated enemies combined into one! Ladies and gentlemen…" Dark, silvery blue eyes illuminate inside the smoke. "Let me introduce you…" The hedgehog takes a step forward towards his creators, revealing his full body and presence to them. "To Grimadoom…Grimadoom the Hedgehog!" Eggman laughs while his associates smile pleasantly at their newest, most powerful creation.

Grimadoom smiles too before speaking his first words, "Hmph. Greetings…my masters."

 **BGM End**

* * *

 **BGM-Dragon Ball Super OST-Limit-Break x Survivor (Preview)**

 **Spider-Man: It's your Friendly Neighborhood Spider-Man speaking. These Masters of Evil punks have their sights in infecting Mobius with a spider-virus without some form of a permission slip. That's criminal. And what's even more criminal is that there's this new black hedgehog that have all our powers and is making a wreck of us without even trying. This guy could probably give Thor a run for his money. Man I hate clones. Can't believe their coming in hedgehogs now.**

 **Next time on D-Avengers: Spider-Island DX:**

 _ **A Dark New Hedgehog**_

 **Spider-Man: Does this guy seriously have my DNA? His jokes aren't even that good.**

* * *

 **KFX Here: I'm not sure if I said this before but the Freedom Fighters, as well as all of Mobius, are mostly based of the Post-Reboot/Super Genesis Wave world from the Archie Comics, meaning stuff like Sonic/Sally romance or Uncle Chuck actually being Sonic's uncle is non-canon in this world. If you have a problem with that, too bad, in my opinion Pre-Reboot universe, especially during the Ken Pender's era, was an absolute mess and I don't want to deal with that junk. I want Sonic's world in this series to be mostly like how they're depicted in the games with some Archie elements and Post-Reboot continuity was the best fit. Nonetheless, it's time I give a brief description of our newest, original character for this series: Grimadoom the Hedgehog.**

 **Grimadoom the Hedgehog**

 **Age: Ageless (Physically 15-years-old like Sonic)**

 **Alignment: Evil**

 **Affiliation: Masters of Evil**

 **Description: Grimadoom is the ultimate hybrid clone born from an ISO-8 Reactive crystal, mutated based on the DNA and battle data of various heroes and creatures from three dimensions, all enhanced by the power of the Espeon Exo Stone. He has the powers of all Avengers teams and the Fantastic Four, as well as the Grimm, the symbiotes, Shadow the Hedgehog, and somehow the Mad Titan himself, Thanos. Meaning he has spider-like powers like Spider-Man. Easily can manipulate chaos energy and move faster than the speed of sound thanks to Sonic and Shadow. And has the strength and thunderous power of the God of Thunder, Thor. And thanks to Ruby's DNA, he possesses silvery blue eyes that functions the same as any other Silver-eyed warrior but on a whole new, destructive level. And thanks to Doom and Salem, he also knows top-tier magic spells. Grimadoom also possesses the uncanny ability to grow stronger during a fight, similar to the Hulk and Yang's semblance, showing no limits in his strength, making him one of the most powerful villains ever to exist.**

 **In terms of personality, he mostly takes off from the D-Avengers and Shadow as they were used as the primary genetic makeup for his creation. He shows the specific features of Sonic and Spider-Man, joking around with lame puns and taunts to provoke his enemies. But when he gets angry, he starts to act like Shadow, showing a much more destructive behavior. Besides that, he can be extremely lazy and at times act like an average teenager. And despite being his creators, Grimadoom doesn't show much respect or gratitude to the Masters of Evil. He likes to tease and make fun of them, which tend to get on their nerves. Nevertheless, he has no plans to betray them, as he considers that a played-out cliché that's run its course, and needs a place to stay.**

 **As far as his goals are concerned, Grimadoom simply wants to get stronger and fight strong opponents. He loves the thrill of a challenge, meaning he doesn't like fighting weaklings, considering them a waste of time, but if they do insist, he won't hesitate to give them a show for their life. And lastly, he has a rivalry with Sonic, and to some extent, Shadow.**


	11. Issue 8: A Dark New Hedgehog

_Issue 8: A Dark New Hedgehog_

 **Note: Mobius and its inhabitants are based off their Post-Super Genesis Wave/Reboot incarnations from the Archie Comics before series' cancellation.**

* * *

 **Mobius, Above Westside Island**

 **BGM-Sonic the Hedgehog 4 OST-A New Frontier**

The D-Avengers, having flown through the Inter-Dimensional Portal in the Web Cyclone, have successfully arrived in Mobius, Sonic and Tails' homeworld to meet up with the Freedom Fighters. "We're here, gang. Welcome to Mobius." Tails announced to the others.

"Wow! Look at all those islands! Amazing!" Ruby excitedly said, watching the sights from the ship's window along with the other girls.

"It's been a while since I've visited Mobius. Just wished it was under better circumstances though." Spidey said, leaning on his chair.

"Eh, it's okay, Pete," Sonic smiled to the webhead. "You guys are gonna love Mobotroplis, and finally meet some childhood friends of me and Tails."

"You mean the Freedom Fighters?" Blake asked the hedgehog.

Sonic smiley nodded, "Yup. Trust me, they're awesome. Ten times more awesome because they have me around."

"Get ready for landing, guys. We're approaching the Royal Airfield." Tails informed the team, pressing a number of buttons as they're about to land.

 **Royal Airfield**

At the airfield located close to the city of Mobotroplis, Sally Acorn and her Freedom Fighting group await the arrival of the D-Avengers. Along with Sally, Sonic, and Tails, the other team members include Amy Rose, proclaimed hammering girlfriend to Sonic. Brilliant mechanic, Rotor the Walrus. Antoine D'Coolette, skilled coyote swordsman. Bunnie Rabbot, cybernetic robot girl who's also married to Antoine. Local kind fisherman, Big the Cat. And lastly the youngest members of the team, Cream the Rabbit and her forever complain Cheese the Chao.

"Ze here!" Antoine spotted the Web Cyclone approaching the airfield.

"Whoa. That's one impressive ship. Did Tails and Spider-Man create it? Amazing. Not bad." Rotor said, impressed.

The Web Cyclone lands at the landing bay next to the Freedom Fighters. The Freedom Fighters closely walk towards the ship just as the hanger doors open to reveal Sonic flaunting his arms out to his side, saying, "Long time no see, Mobius! Your Savior has returned!"

 **BGM End**

"Watch it, Sonic. I don't think that ship was built to hold your ego." Sally deviously smirk at her longtime egotistical friend.

"Trust us, we tried." Spidey said, walking out of the ship along with Tails and Team RWBY.

"Hiya, guys!" Tails waved at his fellow Mobian friends.

"Sonic!" Amy runs up to Sonic, extremely happy to see her hero once again.

"A-Amy…" Sonic nervously backs away from his obsessive number-one fan.

"Look," Amy shoots a line of webbing straight above to a lamppost and starts to hang upside down like Spider-Man. "See? I have spider-powers just like Spidey. Now it'll make it easier to catch up to you."

" _Peeeerfect."_ Sonic sarcastically said, starting to hate the idea of everyone gaining spider-powers. He irritatingly quickly turns his back when he hears small giggles from Team RWBY, but the moment he does they stopped and whistled to the east.

"Your new team: the D-Avengers, I presume?" Sally asked her old ally, Spider-Man.

"Yup. My trusty sidekicks." Spidey joked, annoying his fellow Avengers.

"Don't push it, Webhead." Blake responded with a mean glare.

Sally softly chuckled, "You haven't changed a bit." She joked, giving her right hand for Spidey to shake before introducing herself to Team RWBY. "I'm Princess Sally Acorn of the Kingdom of Acorn. It's a pleasure to finally meet you."

"Princess?! You're a princess?!" Weiss asked, surprised to be standing in the presence of royalty.

The Heiress of the Schnee Dust Company formally bows before the Princess of Acorn, confusing her friends on her weird action. "Uh, what are you doing?" Yang asked Weiss.

"Duh, I'm being polite." Weiss replied.

"Y-You don't have to do that here. It's okay." Sally embarrassedly told the heiress.

"Oh, sorry." Weiss said, getting up.

"So you guys are the Freedom Fighters?" Ruby asked the heroes of Mobius.

"Yessiry. The name's Bunnie. Howdy, darlin'." Bunnie introduced herself.

"And I assume you all gained spider-powers?" Spidey asked.

"Oui. Discovered them this morning when I found myself on ze ceiling. Very weird, yet I never felt so confident in my life." 'Twain said.

"That's the beauty of having spider-powers, French dude. One day you're a wimpy nerd with no friends, then the next day you're a spider-powered wimpy nerd with _some_ friends, oh, and a Weiss." Spidey joked.

"Hey!"

"But's that enough joking around. Sally girl, care to take us to Mobotroplis so we could see for ourselves the trouble we'll have to fix?" Spidey asked the princess.

"Sure thing. Follow me." Sally replied, leading her Freedom Fighters and the D-Avengers to Mobotroplis.

* * *

 **Mobotroplis, located in Royal Hills Zone**

The united heroes arrive at Mobotroplis, constantly observing all the Mobians having fun with their newfound arachnid-like powers, but because of this sudden outbreak, the entire city is quarantined until this could epidemic could be cured.

"So this is Mobotroplis?" Blake asked, observing her surroundings.

"Yup," Sonic answered. "A long time ago, Eggman took over this kingdom, but then I swooped in, saved its king, and kicked classic Eggy's butt off the throne single-handedly." He smugingly explained one of his early childhood adventures.

" _Single-handedly?_ " Sally returned back to Sonic's smug comment with a smug smirk of her own.

" _Okay_. I guess I had _some_ help here and there." Sonic smirked back.

"Forever full of yourself, eh blue boy?" Rotor smirked at Sonic.

"Y'know me. Never full unless it involves some chili dogs." Sonic replied.

As they get closer to the gates of Castle Acorn, Ero suddenly appears beside Peter in Astral Form, looking like he's suffering a painful migraine. "Um, who's he?" Cream asked on Ero's sudden appearance.

"That's Ero, Spidey's Other, spider spirit, god thing or whatever." Yang answered.

"Yo, Ero, still having that spider-ache?" Spidey asked his other.

" _Garrgh. Hundreds of these new spiders popping up in different dimensions is making my head spin. The Masters of Evil must be stopped before they taint the Web of Life any further with their vile corruption."_ Ero growled.

"Hey, that's why we're here, aren't we?" Sonic asked the spider-spirit.

 **Castle Acorn**

The unified heroes continue walking to the insides of Castle Acorn, where they humbly meet the beloved King of the Land and Sally's father, Nigel Acorn. "Ah. You're all here." The King Acorn happily noticed the heroes walking into his throne.

"Whassup." Spidey waved, then gets knocked across the head by Weiss for acting informal in front of great loyalty, despite it not necessary.

Like everyone, the king also has spider-powers, graciously swinging across the room to greet the them. "You must be the Amazing Spider-Man Sonic told me about. Oh, you have my greatest gratitude for saving our world multiple times from the likes of that Goblin creature and the recent robot rampage, not to mention stopping those black alien monstrosities from destroying my land." He thanked Spidey, politely shaking the spider hero's hand.

"Yeaaaah, sorry about that, your Kingliness. Some of it was sort of, indirectly my fault in a way, especially now with some of my worst enemies working with your local doctor in giving your kingdom spider-powers." Spidey said, taking some responsibility.

King Acorn chuckled, "Nonsense. Don't blame yourself for this epidemic. My people have never been happier thanks to these marvelous powers. And as for our common enemy, we'll stop them before they cause some real damage, with whatever they're planning."

"Until we know what the Masters of Evil are planning and until Mr. Fantastic finishes with the cure, I think we should focus our attention in better keeping the kingdom from falling apart." Ruby advised.

"And any other city that might've been infected." Amy added.

"Y'know, it just occurred to me you both share the same last name. What, are you guys like inter-dimensional long-lost cousins or somethin'?" Sonic asked the two Roses.

Amy gasped while looking at Ruby, "We share the same last name?!"

"That's so cool!" Ruby excitedly said, giving the other Rose a high-five.

Meanwhile, Sally turns to her special handheld device that contains one-of-the-best A.I. in the entire world, "Nicole, are there any other major cities around the world that have been infected with this Spider-Virus?"

' _I'm receiving reports that Grand Metropolis Zone is suffering a massive uproar of spider-people. GUN is there and have already placed the city under quarantine, but it's getting worse by the minute.'_ Nicole replied.

"Got it. Thanks, Nicole." Sally said.

"Nicole? Is she you're A.I. buddy?" Weiss asked the princess.

"Yup. Friends since childhood." Sally responded.

"Cool. We have one too. Well except he actually belongs to Tony Stark, we're just sort of borrowing him. Say hi, JARVIS." Ruby said to the AI living in her Webware.

' _Hello, Miss Acorn and Miss Nicole.'_ JARVIS politely greeted.

"Hey, JARVIS, but I'm curious, can he do this?" Sally takes out a power ring and attaches it to the attachable hook on the handheld. And in an instant later, Nicole appears in the real world as a holographic lynx wearing a purple dress.

"Hey everyone." Nicole greeted everyone in her projected lynx form

The D-Avengers except for Sonic, Spidey and Tails are surprised to see Nicole appear right before their eyes. "Wow. That's awesome, Nicole. We didn't know you can do that." Ruby said, extremely amazed that she could actually touch Nicole as if she's a real person.

"Never cease to be impressive. I wonder what JARVIS would look like if he gains a simulated body. Probably gain a butler-like appearance with bald hair?" Spidey wondered.

' _Most indubitably, sir.'_ JARVIS replied.

Nicole chuckled, "Unfortunately, I could only stay in this form when my console's attached to a Power Ring, even then it's only for a few minutes."

"Let me see that." Spidey asked so he could closely observe Nicole's handheld. The holographic AI girl kindly hands over her computer unit for Spidey to inspect and observe for a quick second. "Wow. This thing looks pretty old and outdated. No offense."

"None taken."

"So does this thing run on Windows or Linux?" Spidey asked.

"Is that some sort of joke because I'm a lynx?" Nicole asked.

"Is that what you are? Hehe. Sorry, that was totally unintentional, I swear." Spidey said before turning back to the handheld, then giving his final thoughts and ideas. "Hmm. If you're okay with it, I wouldn't mind spending like an hour upgrading your device to that of an advanced nanotech computer handheld. It's what my Webware are made of. I can even quickly build a sort of 'ring reactor' using the Power Rings, that way you can stay in your holographic form for at least like 10-15 hours."

Both Nicole and Sally are shocked to hear Spider-Man could actually provide the former a more stable, lasting holographic form. "You can really do that?!" Sally asked the Spider.

"Hehe, of course," Spidey said, tossing the handheld back to the princess. "I may not look like it, _but_ I do have some skill with this stuff. Heck, I just finished creating my own reactor based off clean energy levels from the sun."

"Whoa. Creating clean energy by duplicating the conditions of the sun's very core? I had no idea that was possible." Rotor spoke up, amazed.

"How about we take care of this spider stuff first before playing scientist?" Blake suggested.

"Right. Hopefully, Horizon Labs have developed more than enough Spider-Sense Jammers for us to us to keep the infected here at bay." Tails said.

"And if not, we could always build our own. Shouldn't be a problem between this spider, a fox, and a walking, gruffy walrus." Spidey said.

"I'm not that gruffy." Rotor professed.

"I'll also call my good friend Charles to assist you." King Acorn added.

"Alright. Guess that's the plan. Let's get to work. Freedom Fighters. Avengers. Let's keep our worlds secured until a cure can be found. And once that's settled, we can take the fight to the Masters of Evil and stop whatever heinous plan those two doctors have in stored." Sally informed both teams.

* * *

 **Prime Earth, Castle Doom**

Underneath Doom's castle inside a highly advanced, durable training room, Cinder is having an intense training match against the monstrous arachnid, Tarantula, putting on her Toxin guise for an even match. The monster spider exchange heavy blows with Toxin, who seems to be on the defensive, having a hard time finding an opening to counter. Once she did, she scissors kicked the beast in the chest multiple times, skidding him through the box-like chamber.

" _ **C'mon, Tarantula…One more round. Don't get sleepy on me…"**_ Toxin exhaustedly taunted the spider beast.

" _ **Gyaaarhhh!"**_ roared Tarantula, sprouting multiple spider-legs behind his back, then in a blurry flash, brutally shoulder-tackled Toxin to the wall, then proceeds to throws her with his thick webbing in an overarching fashion across the room. Thankfully, Cinder was quickly able to counter this attack by attaching her own webbing onto Tarantula while being thrown in the air, launching Tarantula away while she lands safely on the ground.

Cinder retracts her symbiote mask, panting very heavily after their intense training match. "You're pretty good…for a mutated spider monster…" She panted, watching the hooded beast slowly stand up from the rubble. "I dare say you're even stronger than Spider-Man when he gets serious. I hate to fight you if this was a real brawl to the death."

" _ **Ssspider-Muun…Nevurr had the heurrt to keeelll…"**_ Tarantula monstrously spoke to Cinder.

"But that what makes him so dangerous and unpredictable. You however…" Cinder slowly walks up to the hooded spider, softly putting her hand on his furry cheek. "You're a clone of the Spider, are you? I can sense such raw anger and hatred within your corrupted heart. It's so pure of anguish. The kind the Grimm would feast on for days," She takes away her hand from the beast's face, staring at Tarantula with a depress look. "Poor thing. All you want is peace but could never find it, even in death. Wished I could help you, but I'm not exactly an expert in therapy."

 **BGM-Dragon Ball Super OST-Zero Mortal Plan**

"Hmhmhmhm. So, this is your playground, I take it?" A mysterious voice from somewhere in the room gets the attention of its inhabitants.

"Who's there?" Cinder turns to the source of the voice coming from where she expects the door to the training room. Both she and her monster spider companion take a second to see a black hedgehog unlike any they've encountered before walk inside, coolly smiling with his right hand resting on his hip.

"Finally. The doctors and the old hag told me you were down here. Never expected this castle to be so big and mysterious. I'm looking forward in exploring the rest of it later." The black hedgehog said to his new allies.

"Ah. You must be the secret project Doom and the others have been working on with their Exo Stone. Never expected the result to be a hedgehog." Cinder said.

"What you see is what you _fear_. The strongest mortal lifeform in the multiverse, Grimadoom the Hedgehog." Grimadoom introduced himself.

"Grimadoom? That certainly doesn't sound welcoming, and a bit ridiculous if I'm honest."

Grimadoom sighly shrugged his arms, "Blame my stupid mother and multiple fathers for giving me such a name. I'm not even a bit grateful for them for creating me. But who cares? That's all in the past, right? Nonetheless, the so-called Masters of Evil have given us our assignments," The dark hedgehog points his finger at Cinder. "You, Cinderella, I believe that's your name, along with the two other of your mob band, are to head to Mobius immediately. Eggman wants you to steal some stone from an island floating in the sky, to help power up their space station or whatever," He turns to Tarantula. "You, big boy, are assigned to monitoring mining duty with Metal Sonic at an underground cave at Westside Island. Destroy anyone that dares enter the ruins."

"And what about you, Grim?" Cinder questioned Grimadoom's assignment.

"Me?" Grim chuckled. "Since I just woke up, I need to stretch my legs. Find someone who could provide me a good warm-up."

Cinder cunningly smirked, "Is that so?" And in a fashionable instant, her symbiote surrounds her face to give her full costume ready for action. _**"I think I could provide you with that warm-up."**_

"Hmph. You seem strong, but not enough to give me a proper warm-up." Grimadoom taunted her.

" _ **What did you say?"**_ Toxin maliciously asked, feeling insulted after that taunt.

"Fine, fine. If you want to fight me, show me your best and don't hold back. I know I won't." Grimadoom smirkingly chuckled.

Toxin gets in stance, ready to dart herself to battle, _**"Then let me be the first to defeat you at your best."**_ In an invisible flash of remarkable speed, Toxin flings herself at Grim, unleashing a loud battle-cry as she prepares her flame sword. Grimadoom coolly stands there in place, not moving an inch despite facing the flames of death right in front of him. Just before Cinder could land a blow, in a form of unprecedented speed she's never encountered before, she is blown away by a simple punch to the chest by Grim's right hand, sustaining unreal amount of damage from that simple attack.

" _ **Agh…Agh…How…I didn't even notice…"**_ Cinder said in unrivalled pain, the likes no one has ever suffered.

Grimadoom sinisterly chuckled at his defeated foe, "You can do so much when you your enemy's crucial vital points, striking it a million times in less than a nanosecond, before your mind and body could begin to comprehend the assault." He turns his face back to the door and starts walking. "Come, my friends, we have work to complete if we want to keep the would-be conquerors from barking their beaks. I may not be interested in world conquest, but I do enjoy a challenge in fighting such powerful opposition. It keeps the body thriving for more. Show the rabble what true terror really is." He finished his little ominous speech, walking out of the room completely, leaving Cinder and Tarantula alone to comprehend this new dark force within their ranks.

 **BGM End**

* * *

 **Mobius, Grand Metropolis Zone**

 **BGM-Sonic Heroes OST-Grand Metropolis**

Sonic, Yang, and Weiss, (the latter two in their hero uniform) along with some of the Freedom Fighters, Big, Bunnie, and Amy, have been stationed at the futuristic city of Grand Metropolis to assist GUN placing the many Spider-Sense Jammers across the city to keep the spider-civilians from breaking out of line.

"I think that's the last of 'em." Amy said to Weiss, with the girls and Big finished activating the last jammer.

"That's great, Amy," Weiss turns to her Webware to contact the others. "Sonic, where are you? Have you three finished setting on the other jammers?"

"YAHOOO!"

Team Weiss notice Sonic, Yang, and Bunnie jumping off an energy-powered roadway that constantly propels them forward to meet with their friends. "Haha, that never gets too old." Sonic chuckled.

"All jammers locked and activated, Weiss. Now we won't have to worry about any spider critters from escapin' the barn." Bunnie said to the heiress.

"Great," Weiss smiled. "Guess that means we're done and can go back to-."

"Freedom Fighters, emergency!"

The united heroes turn to see a GUN solider running towards them with dire news. "What's wrong?" Yang asked.

"Reports of Eggman's forces invading Casino Park being led by the mercenary group called the Hooligans and a strange red-and-black robot designed after Spider-Man." The GUN soldier informed the heroes.

"Mecha Spider-Man. That must be him." Sonic deduced.

"Mecha Spider-Man?" Big questioned with a blank face.

"Sounds like a Spider-Man version of Metal Sonic," Amy commented, turning back to the military soldier. "Why are they invading Casino Park?"

"Sources are saying they're holding a fog bomb containing the Spider-Virus and plan to detonate it inside Breeze Media Headquarters." The solider replied.

"Oh, really? I'm almost tempted not to help her then." Amy sinisterly smirked, having some animosity towards Breezie the Hedgehog, that or jealously because of the times she flirted with Sonic.

"Amy, knock it off. Yeah, she was a double-agent working for Eggman and almost got me and Tails killed, not to mention she's some shadowy Kingpin in disguise, but we can't let her or that entire city fall under Eggman's control. We have to save her." Sonic argued with the jealous pink hedgehog.

"I don't know who this Breezie lady is, but I've always wanted to visit a casino." Yang commented.

Amy groaned, "Fine, fine. Let's just get this over with. The faster we save her, the faster we leave her."

"Glad we're in agreement. Let's go, gang!" Sonic said, racing with his friends to Casino Park.

 **BGM End**

* * *

 **Casino Park, Breeze Media Headquarters**

 **BGM-Sonic Forces OST-You May Call Me "Infinite"**

Over at the headquarters of the largest entertainment network in Mobius, which has been recently ransacked by the Eggman Empire, having easily taken down the city's defensives, the owner of Breeze Media, the flirtatious Breezie the Hedgehog, and the owner of their partner in business, Honey the Cat, CEO of Honey Brand Clothes and Accessories, are cornered by the frightening might of the metallic Mecha Spider-Man, who has led the Hooligans, consisting of their leader Nack the Weasel and lackeys Bean the Dynamite and Bark the Polar Bear, into invading the building with a Spider-Virus filled Fog Bomb.

Even though she's a famous fashion designer, Honey is an incredible fighter, capable of moving fast enough in short bursts to create multiple illusions of herself, but even if she DID have spider-powers, her skills are weak and useless against the destructive prowess Mecha Spider-Man possess and easily defeats her with a stingy strike from one of its mechanical spider-legs.

"Agh. This's one tough robot." Honey groaned, shaking her pained head.

"Hey, boss," Nack shouted to Mecha from where the Fog Bomb is placed. "Device is set and ready to blow in a few minutes."

"You hoodlums. Can't you blow that thing elsewhere. This park's already packed enough with your trouble." Breezie calmly, professionally told the hired thugs off, not caring if they blow that thing off at another city. Then, she focuses her attention back to Mecha, "And you, handsome devil, you seem like a hard-working robot. I'm running short in employees. How about you leave fatty ol' Eggman and work for me. What do you say?" She flirted with the Spider-Bot, already developing an attraction to the killer spider.

Mecha coldly replies to her offer by firing a hand laser blast that knocks her and Honey into the air, then jumps above the ladies to side-kick both hips straight smacking to a wall, keeping them in place with his webbing.

"What I wouldn't give to have those spider-powers everyone been getting." Honey said, struggling to break free from the super-hard webbing.

They nervously spot Mecha slowly approaching them via his pointy mechanical arms. "Oh, you want to play hard to get. I like that in a man," Breezie smiled, even in the face of imminent danger. "So, what is it that I could offer such a _lovely-bot_ that Eggman could never grant you?"

Without uttering a word, Mecha thrust two of his metal spider-legs close to the brains of the businesswomen, threatening to kill them in the next few seconds. **"The end of your existence."** Mecha sinisterly threatened the women with a few, cold words.

The mecha spider reels back his pointy legs, getting ready for the kill. And just as he's about to kill the businesswomen, someone blasts him in the back, leaving him distracted long enough for a speeding blue blur to rescue Breezie and Honey from impalement.

"Is that how you treat every lady, Mecha? The original would never go that far to grab a date to prom."

 **BGM End**

Mecha turns to the source of the taunt, finding himself confronting Sonic and his band of friends. "Fashionably late as usual." Breezie smirked at her savior.

"I like to make an epic entrance, especially when it comes to saving beautiful businesswomen." Sonic filtered to the other female hedgehog.

"Ah! C'mon! The Freedom Fighters! I wasn't paid for this!" Nack exclaimed in terror after he spotted the Freedom Fighters and allies.

"Sonic! We'll take care of the Hooligans and the bomb! Deal with that fake Spider-Man!" Amy commanded, leading Bunnie and Big to face-off against the Hooligans, leaving Sonic, Power Woman, and Ice Queen to deal with Mecha.

"Is your original Spidey friend always this scary?" Honey asked Weiss, a little afraid after staring in the menacing eyes of Mecha.

"Scary? The guy can't scare a kitten if he tried." Weiss joked.

"I wouldn't call this bot scary, but he is powerful," Breezie said. "He single-handedly destroyed my entire army of city defensives in a breeze. I'll give the doctor credit. Never thought he could create a robot so powerful, and so handsome to perform such a task."

"Eggman wasn't alone. Another crazy armed scientist helped him built this guy." Yang told her, staring directly at Mecha.

"Is that so, hmm?"

"Heh. I've been looking forward to a rematch since we last fought, Mecha! C'mon and bring it so I could turn ya into scraps for the Tornado!" Sonic taunted the mechanical Spider-Man machine.

 **BGM-Sonic Forces OST-Battle with Metal Sonic (US Ver. Remix)**

Sonic launches himself to fight Mecha with a spinning homing attack, prompting the mechanized spider to fly up into the air and clash repeatedly with the speedy hero of Mobius multiple times, neither one letting up during the brawl. "I can tell you've gotten stronger, Mecha, but so have I. I've even gained a few new friends who might prove too annoying for you to take on." Sonic said, axe kicking Mecha to the ground, giving Yang the pleasure to exchange fisticuffs with the imposter Spider-Man.

"If you're a robot Spider-Man, where'd the jokes? The quips? How can you call yourself Spider-Man if you don't quip? Laaame." She quipped while fighting, then get knocks to the air by a powerful mechanized uppercut.

It is Weiss' turn to fight the Mecha Spider-Man, unleashing hordes of rapid-fire icicles from her rapier to the robot's back. "To be honest, I think this's an improvement over the original because of that!" She joked, thrown over Mecha's head from his web string.

Sonic comes in for another homing attack but is smacked to the ground by Robo Spidey's spider legs. Robo Spidey activates an electric charge from his right gauntlet he calls his "Venom Blast", pushing his hand against the floor to zap the heroes with excruciating pain and agony. Not liking being zapped to death, Sonic activates the Electric Shield from his Skill Bracelet, protecting him from the Spider-Bot's electricity to give him a chance to kick him through a couple casino slots.

"Can't you three fight _without_ trashing my casino?" Breezie commented during the fight.

Mecha springs himself out of the rubble and flies back to the fight, only for his digital spider-sense to tingle towards Yang's shotgun fist blowing him through the air. "Come over here! Spidey loves it when I give him a beatdown!" Yang quipped, rushing towards Mecha for another explosive punch. Mecha quickly retaliates, leaving her second attack to a dark red hologram version of himself while he escapes punishment. He then unleashes a swarm of holograms that beat down on the heroes before blasting them all away with his spider-leg's spider lasers, causing a massive explosion inside the casino.

Amazingly, the three D-Avengers survived the explosion, coming out with a few scratches. "Uh. This guy's as good as ever." Sonic said, getting up from the ground.

The three look at Mecha who's body glows a dark red color, then in a quick few seconds his armor changes to that to one of Spider-Man's old ISO Changes with his Iron Spider Armor, a dark version of his Gemini ISO form, granting him a dark yellow color scheme with two sides symmetrically colored black and red, and his shoulders and head have respective colored spikes.

"And he's even better. Mecha has an Aura and Semblance that allows him to change ISO forms." Weiss pointed out, spotting Mecha manifest a dark red electric blade in his right hand, thrusting himself to clash with the Avengers once more.

Meanwhile, the three Freedom Fighters that came with the Avengers have a quick fight against the Hooligans. "Hey JARVIS. Can you hack that bomb and be so gracious to deactivate it?" Amy asked while fighting Nack.

' _I will try my best, Miss Rose.'_ JARVIS replied.

During the three-way brawl, Bunnie is firing her laser blast at a retreating Bean. "Hold still so I could blast ya!" Bunnie shouted at the duck.

"Okay!" The goofy Bean stood still, waiting to be attacked like an idiot, but just as Bunnie was about to finish him off, Bean summons a black, round bomb from nowhere in a puff of purple smoke and throws a dozen of them at Bunnie.

"Sorry, sugah, but that trick won't work on me." Bunnie smirked, using her new spider-sense and agility to easily dodge the bombs, kicking and webbing Bean to a wall so he won't be a problem.

"Awwww. Spider-powers are cool. I want spider-powers! Can't you imagine chewing webbing and bubble-gum at the same time? That sounds tasty." Bean crazily said.

"You are not well, honey." Bunnie told the duck.

With Big, his new enhanced strength thanks to the Spider-Virus has allowed him to easily topple over the silent bruiser, Bark the Polar Bear, squashing him to a pancake with his butt side. "All done. Spider-powers are useful. I should let Froggy get some." He said with a blank stare.

"Gah! Why didn't the docs give us spider-powers?! This would've made this job so much easier!" Nack shouted, trying to blast Amy and her hammer away with his laser gun, but with the pink hedgehog's new spider agility, he keeps missing.

"I doubt it would've made an improvement!" Amy said, flattening Nack to the ground then knocks him across the casino, beaten.

' _Fog Bomb deactivated, Ms. Rose.'_ JARVIS informed the pink hedgehog.

"Thanks, JARVIS," Amy said, turning back to Sonic and the Huntresses fighting an amped-up Mecha Spider-Man. "Sonic! We've deactivated the bomb!"

"Nice! And we're here almost done kicking Mecha's mechanical butt!" Sonic said.

" _Almost_ , he says." Weiss said, deflecting against Mecha's electric blade of energy, forming a glyph that skids the robots across an icy terrain leading to Sonic's and Yang's fist.

"Now!" Sonic said, curling himself into a ball.

"Play ball!" Yang shouted, kicking the ball-formed Sonic straight towards Mecha, with Weiss summoning multiple glyphs surrounding the robot for Sonic to bounce off at blazing speeds, so fast for Mecha to react in time and get repeatedly pummeled. And for one last attack, Sonic and Yang kick Mecha across the casino, beaten and partially damaged, sparking small electricity with every second.

 **BGM End**

"Yeah! They did it! They won!" Honey cheered for the heroes' victory.

"What an excellent display. I knew I should've recorded it for the world to see, and get the views and revenue." Breezie grinned.

All heroes reunite and face the defeated Mecha Spider-Man who has returned to his normal form. "You've fought, you lost, Mecha. Now how about you do us a favor in telling us where your masters of pathetic evil are hidin', huh?" Sonic asked the robot.

Just mere seconds after the hedgehog taunted the spider-android, he was attacked multiple times by a projectile possessing tremendous power and imperceptible speed, bringing him crashing down to the ground before everyone could even begin to comprehend where that attack came from.

"What the-?! Sonic?!" Yang shouted, rushing towards the beaten blue blur with the others.

"Sonic! Are you alright?!" Amy said.

"You okay, Sugah-hog?" Bunnie asked the hedgehog.

 **BGM-Sonic X OST-Shadow #1**

"Ugh…I-I'm fine…" Sonic weakly said, slowing getting up back on his feet. "What was that? It was so powerful I could barely keep standing. I couldn't detect it at all even with my spider-sense." The heroes and the CEOS begin to hear a soft, but eerily ominous chuckle echoing throughout the messed up casino building. "Who's there!? Show yourself!" Sonic demanded.

"Hey, hey, calm down." Appearing on top of one of the huge slot machines, Grimadoom makes his fated acquaintance with his 'brother and sisters'.

"What?" Sonic said, stunned just as much as his friends to be greeted by a new hedgehog that almost looks like the blue hero himself.

"I see. We actually do look alike. It's like looking in a mirror. I'm so glad we finally get to meet, Sonic the Hedgehog. Same could be said for the girls, Weiss Schnee and Yang Xiao Long." Grimadoom softly chuckled again, putting his hand on his hip, acting all cool.

"Another hedgehog? He looks almost like Sonic and Shadow." Weiss said.

"And how does he know our names?" Yang asked.

"You better start talking, faker. Who are you, and where did you come from?" Sonic asked the fake hedgehog.

"Heh," Grim smirked, slowly descending down to the ground. "I am Grimadoom. Grimadoom the Hedgehog. Like I said, it's a pleasure to meet you, D-Avengers and Freedom Fighters. I've been looking forward to this, you have no idea." He lands right next to the broken down Mecha Spider-Man. "You. Scrap pile. Get back to base so you can stop looking embarrassing. And you, Hoolidummies. You've done your part and been paid handsomely. Leave the rest to me."

"R-Right away, whoever you are!" Nack nervously saluted to the dark hedgehog, running out of the casino along with Bean and Bark.

"So, your name's Grimadoom? I take it you're working with the Masters of Evil too?" Sonic asked.

Grimadoom sighed and shrugged, "Unfortunately, but I don't mind. They have a comfy home. You should come one day to visit. It'll be loads of fun."

"Maybe we will, once we beat you to a shoe." Yang threatened.

"Beat me you say?" Grim chuckled. "Sorry, Goldilocks, but I'm afraid you're a little out of your league, but I won't object you to prove me wrong. I possess power that rivals the strongest of gods in any universe. There's no way any of you could touch me."

"We'll see about that, imposter! Avengers and Freedom Fighters, assemble!" Sonic shouted to his friends.

 **BGM End**

 **BGM-Mega Man ZX Tunes OST-** **Trap Factory (Vs. Prometheus & Pandora)**

Sonic revs up a figure-eight to enhance his speed. In a blink of an eye he disappears, so does Grimadoom, as the two hedgehogs clash at speeds unreal to the other heroes, but in the end Grimadoom unexpectedly proved to be faster, smacking Sonic so hard to a wall it forms a crater.

"No way…His speed is unreal…He can't be faster than me…?" Sonic weakly said.

Using a basic glyph, Weiss launches Big straight towards Grimadoom in mid-air. "I'm being helpful." The purple cat said, but is smacked across the casino by Grim's left hook kick.

Bunnie is flying in the air, carrying Amy along for the big brawl against this mysterious hedgehog. The Rabbot throws Amy above Grimadoom, preparing to clobber him with her hammer. Grimadoom casually performs a devastating flip kick on her, sending her back towards Bunnie, knocking both girls from the air.

His next target is Weiss, teleporting right in front of the heiress to clobber her with a barrage combination of blinding punches and unbelievable kick work, flinging her away from his sight. It was Yang's turn to fight, throwing her vibranium fist at Grimadoom but was easily caught by his pinky.

"Whoa. Is that a vibranium arm? That's actually pretty cool." Grim quickly complimented Yang's metal arm, confusing her long enough to be judo thrown over his side then get stomped hard by a demolishing stomp attack, and lastly tied up by his webbing to be knocked around like a human yo-yo before getting kicked away once he's bored.

"Gack…This guy has spider-powers too…Isn't that lovely?" Yang quipped, barely standing up.

Sonic meets up with Weiss, prompting her to use her Time Dilation glyph on him to speed him up. As she does, Sonic pops out a Red Star Ring for extra power, then getting into spin dash formation to perform a destructive, speeding light speed attack. "Prepare to eat my spin dash, Grimadoom!" Sonic said, launching his powerful, sped up light speed attack onto Grimadoom. Grim's spider sense tingles to the incoming projectile coming right towards him. He managed to grab Sonic while he's still in ball form, but his power and sped up nature thanks to Weiss' time dilation is actually causing the dark hedgehog to skid heavily, but it is hinted he's only playing around with them, giving the heroes false hope. He kicks the ball-formed Sonic crashing into Weiss, blowing the two through many walls in the building.

"My, my. I'll admit. That was a little creative." Grim complimented their improvised attack procedure. He is then again confronted by Bunnie who goes for a more hand-to-hand approach but is quickly knocked aside once the hybrid clone summons a dark, corruptive version of Weiss' Myrtenaster rapier and slashes her away. Moments later, he is confronted by Amy and her hammer, summoning his own version of Blake's Gambol Shroud to clash with her hammer, knocking it away along with the pink hedgehog herself. Lastly it was Big's turn to fight again, but like the others he's quickly beaten after Grimadoom manifest purple black gauntlets styled after Yang's Ember Celica, using the energy shotgun pellets combined with his two-punch, one uppercut combo to easily defeat the big, purple cat.

"Hey! Those are our weapons! How did you do that?!" Yang asked.

"Are they now? Huh, never noticed," Grim teased her, summoning a purple corrupted version of Ruby's Crescent Rose. "Guess this means this belongs to the little girl, but I could use it in ways she could never achieve in her lifetime. Observe." The villainous hedgehog performs a vertical slash that rips a small hole in reality, commanding the hole to fire multiple, explosive energy shots at Yang.

Yang quickly activates her Maiden Style Mode and uses Soul Unison: Scarlet Rose Soul to grant her extra speed to avoid the energy shots, but in a blink of an eye she's slashed to the ceiling by Grim's uppercut scythe. Grimadoom smiles, thinking his work is done, but is met with the surrounding force of dozens of blue glyphs made by a Maiden Style Weiss using Black Tiger Soul to create multiple clones of herself to attack Grimadoom with many mystic blasts, but to Weiss' shock and surprise, they've been deflected when Grimadoom uses her own glyphs that are similar to the heiress', down to the spirit of the technique.

"How is it you have our abilities?!" Weiss demanded the answer from the hedgehog.

"I'm glad you asked that because I wanted to take this time to explain my origin." Grimadoom joked, unleashing a dark explosion that scatters Weiss and her clones away, leaving the original beaten and weak.

"C'mon out, Sonic. I know you're not down for the count just yet." Grimadoom taunted the blue hedgehog to fight him again, and promptly he does, sensing Sonic's light-speed homing attack coming a mile away, disappearing and reappearing behind the blue blur for a kick to the head, knocking him back to the ground where he belongs, but this does leave Yang an opening to unleash all her power with one shot on Grimadoom. Her hair flares up and her ski mask turns menacing red, putting her energy into her right fist.

"Eat this, jerk: Shin Shoryuken!" Yang yelled out, brutally gutting Grimadoom's stomach, but instead of groveling in pain, he derangely laughs it off as she continues to uppercut his jaw that sends him flying across the wrecked casino.

Grimadoom laughs at Yang, having sustained little to no damage from her Shoryuken at all. "Is that all you got? And here I thought you were a little tougher. Now, it's my turn!" He charges up a dark purple, sparkling aura that envelops his body, telekinetically lifting the wrecked slot machines and throws all of them at Yang, knocking her semi-conscious back to her other defeated friends.

 **BGM End**

Sonic, being the only one having some strength left, stands up to face the almighty terror that is Grimadoom. Sonic growls at the faker, "You monster."

"Heh." said Grimadoom, charging up a dark energy blast in his right palm, intending to finish the heroes once and for all.

"Gah. What now…?" Bunnie asked, beaten and weak.

"If anyone has a hidden, super-awesome power up that could prove useful, now would be the time to reveal it." Weiss said, weak and helpless.

"I might have one," Sonic said, taking out the Chaos Exo Stone from his quills. "Let's hope this works." He starts absorbing its chaotic power, hoping that since it contains chaos energy similar to the Chaos Emeralds, he may be able to transform into the next level.

"Die." simply said Grimadoom, unleashing a powerful dark energy beam that would've encompassed and evaporated the heroes and the CEOs that have been hiding, that is, until a golden aura Sonic with spiked hair and red eyes easily deflect the blast out of the building with a simple hand motion. "Wha-?" said a stunned Grimadoom, wondering how is blast was deflected so easily until he got a good look at Sonic.

"Yes, it worked!" Super Sonic fist bumped, happy his trick actually worked.

The other heroes managed to gather the strength to stand up and our shocked to see Sonic in his Super Form. "Huh, but, how? He doesn't have the Chaos Emeralds to transform." Amy said, stunned.

"He must have used the Chaos Stone to transform. That's awesome." Yang said with a smile.

"Very awesome, indeed. This might prove to be a match for the ages. Don't want anyone to miss this." Breezie picks up an unbroken video camera from the ground and starts taping what might be considered the highlight of her career, with two powerful hedgehogs about to fight to the death and the whole world is waiting to watch.

"Oh yes. Super Sonic, if I recall. Didn't think you were able to transform with that Exo Stone," Grimadoom smirked at the super hedgehog in front of him. "Now things might start getting interesting. Let's see the legendary power of your Super Form lives up to the hype."

 **BGM-Dragon Ball Super OST-Fistfight Battle**

"Heh. Now it's my turn to play rough!" Super Sonic smirked, teleporting in front of Grimadoom for a golden head-butt across the casino, chasing him down while unleashing a barrage of lightning-fast punches to the face, kicking him to the air before launching him out of the building with a revved up spin dash.

The two hedgehogs now fight in the blue skies above Breeze Media Headquarters, with the heroes, Honey, and Breezie all either watching or recording the fight. "Super Sonic Wind!" Sonic summoned a blue energy made of wind directly in his palm and throws it at Grimadoom. Grim managed to dodge it at the last second, countering Sonic's attack with his dark "Chaos Torrent" blast, but Sonic counters again with his Super Sonic Storm technique, causing both attacks to cancel each other out with a massive explosion.

Grimadoom chases the super hedgehog down, exchanging many blows with the Hero of Mobius before double-kicking him through the air. Sonic quickly regains his balance and smiles, "Heh. Not bad. Not bad at all!" He said, charging up his golden energy.

"Yes! Now this is more like it!" Grimadoom grinned as well, charging up his own dark energy. After the two charges up their power, they collide at each other, reaching a stalemate that causes the entire sky to shake from their enormous power. Tired of this useless draw, Super Sonic teleports above Grimadoom and axe kicks him, crashing the dark hedgehog to an empty street below, forming a massive crater and smoke to pile up, but to everyone's surprise but Sonic, Grimadoom is still alive, blowing away the smoke with his energy alone. The hybrid hedgehog laughs maniacally, enjoying himself for the first time since he woke up, finally fighting someone who proves to a worthy challenge, "Magnificent! So this is the power of Super Sonic! How thrilling!"

"Hehe. Same here. It's been a while someone pushed me _this_ far. I'm getting pumped! Are you?" Super Sonic grinningly asked his dark counterpart.

"Of course." Grimadoom replied, powering himself up with his dark aura.

"Ohoho. I can tell you've gotten even stronger. Now this might be fun." Sonic noticed.

 **BGM End**

"How is he enjoying himself? That guy somehow has all our powers and weapons maxed beyond the limit?!" Weiss asked from the ground.

 **BGM-Dragon Ball Super OST-Unbreakable Determination**

The dark supreme lifeform rises up to confront the golden savior of the planet, "Now then. Show the ultimate limit of Mobius' Greatest Hero's power. I want to learn more about it." He darts towards Sonic, summoning both the Crescent Rose in one hand and the Gambol Shroud in the other, attacking Sonic with both weapons as he narrowly dodges each one. He manages to land a devastating blow to his chest and knock Sonic to the ground with a kick. Then he starts shooting powerful energy bullets from the weapons to keep Sonic down, but the super hedgehog was able to fly away and kicked his weapons out of his hands.

"I can't explain it," Yang starts talking to her friends, "But this guy does seem possess my Semblance to absorb blows and dish them out twice as hard."

"Yeah, that's kind of what I said before about him having our powers." Weiss reminded her.

"Yet, he's using it in a way to continuously make himself stronger through the fight. Not even I could do it THAT precisely, or that quickly." Yang said.

"That's what I also said before! Were you even listening?!" Weiss shouted at the blonde Huntress.

 **BGM End**

Back to the fight, Super Sonic and Grimadoom fight evenly with blurry fisticuffs until they both hit each other in the face simultaneously. After a quick chuckle between each other, they both hover away to gain a bit of distance. "Ready to call it quits and tell me what you really are?" Sonic asked the dark hedgehog.

"Oh, there's no need for you to know. All you need to know is I'm the strongest." Grimadoom told the golden hedgehog.

"I've fought villains and gods that said the same thing." Sonic replied.

"Ahh. But they don't have what I have. Limitless potential and a devilishly handsome body." Grimadoom said.

"Heh. The more I fight you, the more you remind me of, well, me, and a little of Spider-Man and my other friends. Looks like I'll have to beat you senselessly to get my answer." Super Sonic smashed his fists together.

"Go on. This is the first time I've been given a proper challenge." Grimadoom cracked his neck sideways. They both continue to go at it a little longer, this time using a variety of web weapons like a hammer or a bat to knock each other out. After a while, Sonic slams his web mallet to Grimadoom's heart, knocking him close to where the other heroes are watching the fight. He creepily chuckles while clenching onto his chest, "Splendid. This pain will serve me to become even stronger!"

"Okay, now you're starting to weird me out." Super Sonic said with a disturbing look on his face.

Thanks to his pain, Grimadoom grows even stronger than before, surrounding himself in a dark purple aura. "He's gotten even stronger!" Bunnie noticed while observing the fight.

With quick, speedy flashes, Grimadoom homing attack Sonic straight out of the air, drop kicking him down to the ground, forming a massive crater upon impact. Not long after, Sonic flies right back up with his own spin attack, hurting Grim deep in the chest. They then clash again, this time between their ball forms, reaching another stalemate, but after a while both Sonic and Grimadoom himself notice the latter becoming weaker, falling hard to the ground, barely landing himself.

"Huh? What's goin' on?" Super Sonic asked, confused.

"Geh. My power hasn't fully stabilized yet," muttered Grimadoom on his knees. "Guess that means I'm done for now." He takes a quick look back at Sonic in the air. "You have provided me with so much fun, Sonic the Hedgehog. I hope I fight you again someday, assuming you don't die during this catastrophe. See ya." He two-fingered waved at the golden hedgehog before leaving.

"Hey! Wait! I still have some questions!" Super Sonic races towards Grimadoom's location, but the moment he arrived, he's gone with a quick teleportation technique all too familiar with Sonic. "That guy can use Chaos Control too? Just who is he anyways? Whoever he is, I better be careful. That hedgehog might possibly be the strongest opponent I've ever faced." He said, deforming back to normal, staring into the calm blue sky as his friends walk up to meet with him, with all of them thinking the same thing about who that black hedgehog really was.

* * *

 **BGM-Dragon Ball Super OST-Limit-Break x Survivor (Preview)**

 **Sonic: I'm Sonic. Sonic the Hedgehog. While me and my team were fighting Mecha and that Grimadoom person, Spidey and the rest discovered a mining operation happening at the Mystic Caves and need to shut it down. And look who showed up for the party? Metal Sonic, and some big, monster Man-Spider thing that really doesn't like Peter. Who is that guy? Man, so many mysteries, no time to answer them.**

 **Next time on D-Avengers: Spider-Island DX:**

 _ **Twisted Tarantula**_

 **Sonic: Wow! Get a load of all these Master Emerald look-a-likes.**

* * *

 **KFX Here: What are ya thoughts on Grimadoom and his overall character and abilities. Trust me, he has a lot more powers in store I want to show off later, and no, it's not a Super Form. Anyways, next chapter Spider-Man will finally fight against his mutated brother, who he won't know that is his mutated brother much later in the story.**


	12. Issue 9: Twisted Tarantula

_Issue 9: Twisted Tarantula_

 **Angel Island**

 **BGM-Sonic Adventure OST-Mystic Ruin**

On a floating island high above the world of Mobius, Knuckles the Echidna, friend and rival to Sonic, is sitting at the top of the Shrine Isle, guarding a mystical relic called the Master Emerald from anyone that dares to steal it.

Knuckles calmly sighs before he starts thinking to himself, _'This is the life. Sitting here, guarding the Master Emerald night and day, without a care in the world. I love this job, even though it gets a little boring at times. I should probably go for another treasure hunt-.'_

"M-Mr. Knuckles?!"

The guardian echidna opens his eyes to hear someone calling his name. He turns to the source of the voice to find a small, rather obsessed, bald-headed Mobian octopus kid, looking no older than ten, with glasses, a bright red nose, and a bushy orange mustache, wearing a red shirt that has Knuckles' face plastered in the center, and baggy black pants.

"What the-? Kid, how did you get up here?" Knuckles asked the panting little stranger.

"Mr. Knuckles! My name is Otto the Octopus! Please! You have to save us! You're the only one who can!" The kid pleaded to the echidna.

"Huh? What are you talking about, kid?" The echidna asked.

"You know that Spider-Man guy from that other world, right, and how he has some sort of spider-spirit living inside of him? Apparently that spirit went insane and turned Spidey evil, they're out of control! They've become a walking disease that those around 'em get spider-powers, and with the Chaos Emeralds in their possession they plan on creating a mutated spider-army to take over the world!" The mustached octopus explained.

"Oh no, that's terrible!" Knuckles exclaimed.

"He's already infected Mobotroplis and Grand Metropolis, turning people into spider monsters! Two of them were my parents…They're gone…" The kid starts to cry, making Knuckles sad and caring to the child. "That's why I came to you, Knuckles. You're my biggest fan. I know only you can stop the spider-meeny. You're the smartest, strongest, _and_ bravest among us. Please…stop that evil Spidey-Man."

"There, there, kid…" Knuckles caringly pats the kid's shoulder to comfort for his lost. "If Spider-Man has truly lost it, then it's my job to make things right. Which way did he go?"

The bald-head kid sniffs a couple of times before telling him, "I think he's still at Mobotroplis."

"Good. Stay here and guard this stone for me. I'll call my friend Relic to keep you company." Knuckles warmly smiled to the kid.

"That's okay. I can watch myself." The kid replied.

"Heh. Seems you're just as brave as me. Alright, I'm gone. See ya, kid." Knuckles jumps into the air and starts gliding himself out of Angel Island, but once the kid notices he's completely out of sight from the island, he deviously lets out a humongous grin, then mysteriously disappears as if he wasn't there at all.

 **BGM End**

"Oh my god! I can't believe it was THAT easy!" Walking out of the broken pillars next to the shrine, Emerald, along with the rest of Team Toxin, Cinder and Mercury, walk up the steps to the Master Emerald. "Eggman wasn't kidding. That red mutt was so gullible there might've been no need to mess with his mind." Emerald said.

"Better safe than sorry," Cinder said to the thief. "Kinda hate baiting him on Spider-Man, though, but I'm sure the Webhead could deal with one more disaster on his ever-increasing plate of trouble."

The outworldly mercenary group fully confront the ancient gem of old face-to-face. "Hey, look Em. It's the Master Em, your namesake." Mercury joked, walking over to pick up the Master Emerald.

Emerald cups her hands together, overjoyed to stare at such a marvelous gemstone, "Ooooh, it looks _so_ beautiful."

"And a little heavy…" Mercury grunted, struggling to lift up giant chaos rock from the altar.

Cinder watches her gray-haired friend, rolling her eyes while he makes a fool of himself with the emerald. "Here. Let someone with _actual_ muscle show you how it's done." She said, simultaneously insulting Mercury's strength. The Symbiote Goddess effortlessly lifts up the Master Emerald with one hand to prove her strength.

"Heeey. That's no fair. You're only able to do that because of your symbiote. In fact, why don't we have spider-powers? Everybody else is getting one but me and Emerald. It would've made this job so much easier." Mercury whined.

"Stop whining so we can head back to Latveria before someone spots us." Cinder told him as they start to leave the shrine, but before they could get out of there, a huge tremor hits the entire island. "Uh oh." Cinder said, wide-eyed.

"Why is the island shaking, exactly?!" Emerald asked, with her and Mercury trying not to trip and fall.

"Yeah I knew my spider-sense was tingling to something," Cinder muttered to herself, knowing something like this would happen if she stole the Master Emerald from its mystical spot. "Let's get out of here before this entire island falls to the ocean!" She shouted back to her team. Using her Webware wrist device, Cinder quickly opens up a portal back to Earth for herself, her team, and the Master Emerald in tow. Now without the Master Emerald's power to keep it afloat, Angel Island falls straight down to the middle of the ocean, stranded and almost entirely deserted.

* * *

 **Mobotroplis, Castle Acorn**

 **BGM-Dragon Ball Kai 2014 OST-Go! Gohan!**

Inside a lab at the Castle of Acorn, Spider-Man has just about finished upgrading Sally's computer unit with a new "Ring Reactor" he developed with the kingdom's Power Rings, with Sally watching at the sidelines. "…And done. One highly advanced, super-spectacular, Acorn-held RX upgraded and fully functional to be used, Sally girl." Spidey said, handing over the new Acorn-held to the princess.

"Acorn-held RX?" Sally questioned the name of her new device.

"Patent-pending." The webhead added with a smile behind the mask, getting Sally to chuckle as he starts explaining her new, dual-screen handheld. "This little baby is powered by a new Ring Reactor I just invented from the Power Rings. If my right is right, and 99% it always is, it could generate _about say_ 2-3 gigajoules per second."

"T-Two to three gigajoules?! That could power my handheld for 30 lifetimes!" Sally said, shocked and utterly surprised.

"Or allow Nicole stabilize her hologram form over 10 hours until recharge." Spidey added, with Nicole popping out of the customized handheld in a flash, processing much faster than her old "home".

"Whoa. The operating system on this device is beyond imagination." Nicole said, amazed that she doesn't need an attachable power ring to materalize.

"I know, I know, I'm awesome. And also with a simple voice command, you can transform the handheld into a computerized bracelet to save on hand cramps." Spidey said, instructing Sally to do just that, with the nanotech of her handheld changing into a simple bracelet that pops up a holographic screen for her to interact with.

"Wow, thanks Spidey. Seriously, you have no idea how much this means to me and Nicole." Sally smiled, with her and the holographic Nicole happily hugging Peter.

"Heh. It's not all the time I get hugged by a princess chipmunk and a holographic A. I. lynx from an alternate dimension. Pretty weird but totally awesome." Spidey said.

"Right. How about we check in on the others? Race ya." Sally said, web-swinging outside the room with Nicole behind her tail.

"Hey! Get back here, Spider-Chipmunk!" Spidey shouted before he chases them down.

* * *

 **Outside the Castle**

"So, you're _not_ Sonic's uncle?" Ruby asked Sir Charles the Hedgehog, middle-aged man with light blue fur and a grey mustache obscuring his mouth.

Chuck chuckled, "No, no, I get that all the time. I'm more of an uncle to many kids in the kingdom, but me and Sonic are pretty close."

"Oh? That's so cool." Ruby excitedly said. As they continue talking about other things, they both spot Sally, Nicole and Spider-Man jumping off their web lines to greet them.

"I win!" Sally cheered.

"That's because you had a head start." Spidey argued.

"Wasn't it because you tripped during the race?" Nicole deviously smirked at the clumsy web-slinger.

"I didn't trip; I was _stumbling with style_. A highly advanced web-swinging maneuver I'm still working on." Spidey said.

"Uh-huh." Nicole smirkingly replied, knowing full well he's lying.

"Hey, guys, what's up?" Ruby waved to her friends.

"The sky?" Spidey joked.

"Hoho. I see you're done upgrading Sally's computer unit, Spider-Man. Very impressive." Uncle Chuck noticed Sally's new handheld wrist device.

"Eh, it was nothing."

"You might even be able to create your own Roboticizer, if you're up to the task." Sir Charles said, thinking Peter is smart enough to create a Roboticizer, a device he once created before Eggman stole it for his own diabolical intentions.

"Maybe later, in about 20 years."

"So what should we do now, Sal? We've already placed the Spider-Sense Jammers around the city." Ruby asked, wondering what they should do next.

"Right, and Sonic's team is still doing the same at Grand Metropolis. And until we learn of Eggman's current base from either GUN or the Chaotix, our focus now should be maintaining order here in the kingdom." Sally answered.

"Uh, that sounds boring. How about we do a little investigation for ourselves? Check out one of Egghead's old vacation homes for clues." Spidey suggested.

"Where do you suppose we start looking, Spider-Man?" Charles asked the webhead.

"I dunno. Somewhere here on the island, I suppose." Spidey replied.

"Well, there is Metropolis Zone, but that's mostly controlled by a faction of the Egg Army." Nicole said.

"Egg Army?" Ruby questioned.

"Just some new cybernetically-enhanced soldiers Eggman organized a while ago. They have bases scattered across the world, each governed by their own Egg Boss." The advanced A.I. lynx explained to the speedy huntress.

" _Egg_ Boss? _Egg_ Army? Does Eggman name everything he owns starting with the word 'Egg'? What's next, Egg Stew? Honestly, that actually sounds delicious." Spidey said.

"You could go investigate the Mystic Caves instead. I have been receiving some strange activity lately coming from that Zone but been too distracted dealing with the infected people here in the city." Charles suggested.

"Strange activity at what I assume is a spooky cave filled with ancient traps and bottomless pits that would most likely want us dead? Yeah, that does sound worth investigating. I'll grab the snacks." Spidey joked.

 **BGM End**

* * *

 **Soon, outside of Mystic Cave Zone**

After parking the Web Cyclone outside the entrance to Mystic Cave Zone, the remaining D-Avengers and Freedom Fighters, except for Cream and Cheese, begin their investigation of the dark, moss-covered cave for any strange activity.

"So this is Mystic Cave Zone?" Blake, back in her Black Tiger costume, asked the united team as they tread carefully through dimly-lit subterranean spaces.

"Yeah. Looks just as dank and murky the last time I was here with Sonic." Tails replied, remembering one of his early adventures with Sonic down here.

' _Stay alert, everyone. I'm detecting some radical movement up ahead.'_ Nicole warns her friend from the Acorn-held RX.

"Don't need to tell us, Nicole," Rotor speaks up. "Our _Spider-Sense_ are picking up trouble somewhere…" The team stops walking when they approached a broken down wooden bridge. "Down there?" The confused walrus finished talking when they stare down at a pitch-black bottomless pit.

"I don't see nothing down there. Are you sure our zpider-zense isn't jammed or something?" Antoine asked.

"No, I'm definitely sensing some movement further below us. _Far_ further below us." Ruby said, staring at the black pit from a closer vantage point.

"Then let's make some web rope so we can safely-." While Sally is in the middle of explaining a safe plan to explore the deeper parts of the cave, Spider-Man, nonchalantly, hops straight down the bottomless pit, yelling "YEE-HAW" as he gets closer and closer to the bottom. Sally tiredly sigh, " _Or_ we can stupidly head dive-first straight down a bottomless pit that could lead to certain death. Yeah, great plan." She sarcastically finished talking.

Blake turns to her Webware to see if Peter is still alive, "Spidey, if you're alive, how stupid are you?"

' _Extremely amazing! Check this place out. You wouldn't believe what I found.'_ Spidey answered her call.

 **Hidden Palace Zone (Westside Island Ver.)**

The rest of the team follows Spider-Man's thoughtless stunt down below the black pit, finding themselves in complete awe at the sight of a beautiful, ancient, underground mystic cavern full of water, featuring sparkling gems and rocky regal structures.

"Si belle…" Antoine said in French, almost at a loss for words.

"You can say that again, mec français." Spidey replied in French as well.

"Wow. I had no idea there was a place like this down here." Tails said, taking a second to stroll around this mystical land of wonder.

"Guys! Check out that gem!" Ruby shouted, pointing them to the direction of a huge green rock barely dug deep to the ground.

"Is that the Master Emerald?!" Tails wondered.

' _I'm not sensing any energy from that gem, but my sensors are picking up massive amounts of ISO energy throughout these ruins.'_ JARVIS informed the group.

"You mean this entire cave is almost made up _entirely_ of ISO-8 crystals? That's crazy." Blake asked the computer A.I.

"And if any of them are as big as this gem, we have to commandeer these ruins before the Masters of Evil could mine any for their vile plans." Sally said.

 **BGM-Sonic Heroes OST-Robot Carnival**

"Intruders!"

"Too late. Incoming evil miners approaching." Spidey said when the team spots a group of the Masters of Evil's troopers approaching them from deeper in the caves. These troops include a portion of Metropolis' cybernetic Egg Soldiers wearing Eggman-like clothing, Motor-bugs, different models of Egg Pawns that take features of a spider, and some octobots.

"Now, you guys wouldn't happen to be ancient mole men living here by any chance?" Spidey quipped, receiving laser shots from the Egg Army and octobots. "Guess not!" The Webhead said, creating a web shield to block the incoming energy shots, giving him enough time to jump into the air, launching some web lines below the Egg goons' feet to forcefully lift up a wide chunk of the gemstone ground towards him, scattering them. "Don't go. I still haven't present you my present." He quipped, kicking the concrete back at them.

"Eggman's robots have gotten stronger! They've all been upgraded with spider-like powers too!" Rotor informed while fighting a multi-legged Egg Pawn with his bare- webbed fists, easily punching through it with a single strike.

"Are they also programmed with Spider-Man's unfunny jokes?" Blake asked, destroying some octobots with her morphing gun-blade.

"Thankfully, no." Tails answered, firing a yellow laser at multi-armed Egg Pawns from his arm cannon.

"You love hurting my feelings, dontcha fellows?" Spidey asked, launching web bullets at a couple robots.

 **BGM End**

"Keep focus, everyone." Sally said, cutting through the robots with her blue-colored Ring-Blades. The team fight their way deeper into this hidden palace until they locate the center of where the army is mining the ISO-8, using high tech walker drills to burrow through the ruins and excavate the crystals. "This must be where they're mining the ISO-8." The Acorn Princess deduced.

"Really, what was your first clue? The drills? The loud noise? The murderer robot that looks like Sonic heading our way?" Spidey casually quipped.

"Wha-?"

 **BGM-Sonic the Hedgehog 4: Episode II OST-Metal Sonic**

The Freedom Avengers leap away before Metal Sonic could land his plasma chest laser at them. "Metal Sonic." Sally snarled. "Scarlet Rose, 'Twain, destroy those drills. We'll distract Metal."

"Okay!" Ruby happily agreed.

"Bonne chance." Antoine said 'good luck' in French to his friends before leaving his friends to defeat Metal.

"Yo Metal! You still not angry at me for punching through your chest that one time?" Spidey asked, angering the robotic hedgehog to furiously charge at the heroes with a fiery orange shield surrounding himself.

"Stop irritating the killer robots!" Blake berated the jokester, shooting energy pellets to hurt the speedy machine, but Metal's Black Shield protects him from any harm.

"And be as silent as the killer robot? Someone got to make up for his lack of vocal programming!" Spidey quipped.

" **Quiet!"** Metal spoke, uppercutting the talkative web-slinger across the gem-covered cave. The hedgehog machine flies towards Tails for a quick claw swipe, but doesn't get the chance after Rotor snatches him with a web line, pulling him towards his fist. Metal homing attacks the walrus to the ground, then turns his robotic glare to Sally, clashing with her ring-blades. Tails jumps in, performs a spin attack to knock the metal enforcer away from the princess.

"Thanks." Sally said to the two-tailed fox.

"Don't mention it." Tails replied, blasting at Metal with his arm cannon but fails to get a good hit because of his erratic movements. "Someone web him up!" Tails shouted.

"One sticky webbing coming right up!" Spidey said, creating a web net thick enough that Metal can't escape so easily, leaving the killer machine prime for Blake's high speed sword swinging, afterimage skills. Metal then forms a radioactive spark field that destroys the webbing and knock Blake to the leg of one of the walker drills. He then starts moving at light speed to distract his enemies while simultaneously beating on them.

"He's too fast! I can't follow his movements even with my spider-sense!" Blake said.

"But I can!" Spidey said. "After training in the Arts of the Spider with Ero, I've learned to adapt my spider-sense to react to those moving at Sonic Speed! Want to help prove my new-and-improved awesomeness, Metal Scrap?" Spider-Man taunted the speeding Super-Badnik to attack him. As predicted, Metal took the bait to attack Peter while moving at light speed, but with his mastered spider-sense, Spidey was able to sense Metal coming, kicking him up through the face. "I knew you couldn't resist. I'm a metal magnet. Robots love me." He web throws Metal to the last walker drill, causing the entire machine to topple down on the Metal Menace.

 **BGM End**

"Well make our job less fun, why dontcha ya?" Ruby quipped as she and Antoine approach the heroes after destroying the other drills in the cave.

 **BGM-Ultimate Spider-Man Game OST-Venom Cinematic**

"Have you two destroyed the drills?" Sally asked them.

"Bein Sur, Sally. The ISO-8 is secured and the Egg Army are evacuating like wittle babies." 'Twain said to her.

"Good."

"Great. Let's head back to Mobotroplis and have some lunch. Burgers anyone?" Peter asked, but while they talked, they sense a partially destroyed Metal Sonic burst out of the wreckage of the drill walker, short-circuiting a lot of electricity, barely standing on his two feet. "Heh. Still don't know when to quit, dontcha you robot rascal. Now be a good boy, stand there so I can kick your tilting head back to shape." Peter taunted the beaten robot killer, charging right at him for one last attack, but as he does everyone's, except for Peter's strangely, spider-sense tunes to a murderous storm coming right at him from above.

"Spidey, above you! Get back!" Blake shouted at the wall-crawler.

"Wha-?" Spidey quickly stops and back flips away from a tall hooded monster that would've crushed him if his friends didn't warn him. "How did _my_ Spider-Sense didn't tingle to whatever…what is that thing?" He asked, puzzled when staring at what appears to be a mutated Man-Spider wearing a blue hoodie.

The Spider-Beast huffs repeatedly, which each heavy breath getting faster and faster, continuously staring at Spider-Man with all six red eyes, getting angrier with every blink, growling ferociously that starts to scare Antoine to the bone. He roars, _**"YUUUUU…PARKER…!"**_ , revealing he knows Spider-Man's true identity.

"That thing knows who you are?!" Ruby worriedly asked Spidey, frighten and afraid of this beast.

"Who or what ARE you, and how do you know my name?!" Spidey demanded from the beast.

The damaged Metal Sonic was able to hover in the air with his remaining power and turns to the spider mutant. **"Destroy them, Tarantula."** He ordered.

"Tarantula?" Spidey repeated, watching alongside his friends to see Metal Sonic escaping the ancient caverns back to base. "Hey! Wait!" He shouted at Metal but he is long gone, leaving the heroes to deal with a monstrous Tarantula that wants them dead, roaring loudly to the heavens before intensely glaring at his new victims.

 **BGM End**

 **BGM-Ultimate Spider-Man Game OST-Venom Fight 1**

The vicious Tarantula sprouts multiple spider-legs from his back, using them to blindly speed at his enemies with a gruesome shoulder tackle either to the chest or neck, knocking them across the huge green-gem cavern. "What monstrous power, from just one attack…" Spidey weakly gets up from the ground, holding onto his wound chest. "Ero, what are we dealing with?" He asked his other.

' _This is a powerful man-spider; the likes I have never encountered before in my long life,'_ Ero answered him in his mind. _'Be wary, Parker. This one might prove to be an actual challenge.'_

Peter sighed, "It's not like my life was ever a walk in the park." Spider-Man surrounds his fists with super-strong webbing so he could dish out the extra pain onto Tarantula, but to his utter shock and surprise, his attacks aren't putting much of a scratch on him. "No way. My attacks aren't licking this guy." He said, getting punch across the jaw by the beast's clean left hook.

"Hey, you big, ugly, insect! Time for me to squash ya!" Rotor taunted, charging himself straight at Tarantula. He tries a left and right swing punch but none of them connect because of the beast's surprisingly insane reflexes. Tarantula brutally smashes Rotor's face to the ground before ragingly stomping his back.

The murderous arachnid hungers for more bones to crush, and to his delight he sees Black Tiger charging right at him alongside Antoine. _**"Skiiin…the caaaat…"**_ He snarled, striking his sharp spider-legs at the incoming blade wielders with a blinding barrage.

'Twain was able to block the strikes with his sword, with Blake using her afterimages to swiftly dodge through the onslaught so she could confront Tarantula head-on. She clashes her energy blade with Tarantula's gauntlets for a good while, but the beast's slowly overcomes her quick swipes, vehemently grabbing onto her neck, slowly choking her despite her struggles to break free. Then as soon he senses her losing consciousness, Tarantula throws her right at 'Twain, incapacitating any further movements with his ruthless leg strikes.

"Tails, cover me!" Sally ordered the fox. Tails flies above Tarantula, distracting him long enough for Sally to get in quick confrontation with the monster, only to get uppercutted straight at the hovering fox, with Tarantula viciously grabs them with his strong organic webbing so he could fiercely throw them straight to the ground.

" _ **Gyraaaaghhh!"**_ The creature shouted, only to shut up after Ruby encase him with thick web balls from her Crescent Rose gun.

"That should shut you up, whatever you are!" Ruby said, landing a few feet away from the beast.

In no time at all, Tarantula breaks free from her web shots and furiously roars at the little huntress. He tries to attack her but she's too fast for him to connect any hits, receiving painful scythe slashes from all over the huge cave because of her speedy Semblance. "I'm over here!" She starts taunting the monster, attacking him repeatedly at all sides. "Now I'm over here! You're too slow! Can you keep up?" She hops onto his back, "Wow. Nice hoodie. Not as good as mine though." She said, but then is caught by the head from the beast's monstrous claws.

He snarls, _**"Tallk too much…like Parker…"**_ Tarantula delivers a heavy gut punch to Ruby's chest, causing her to gasp blood all over the floor before being punched straight to the face onto a nearby wall, knocking her out cold.

"No…Ruby…" Spidey returns back to the fight after being temporarily knocked out of the fight. Angry to have watch his surrogate sister get beaten so savagely, he sternly turns to the merciless Man-Spider behemoth. "You…I won't forgive you for this! Time for me to bust out the ol' Spider-Fu!" Spidey tries to uses his kung-fu spider skills to attack Tarantula, but to his amazement, but more importantly horror, they've been countered with brutal leg-sweeping maneuvers.

" _ **Seen yrrr movesss. Trained to counter with lady friend."**_ Tarantula said, referring to Cinder.

Spidey continues to get devastatingly pummeled by Tarantula, eventually with part of his costume tearing up to reveal some head-hair and his eye lenses starting to break. "Okay, time out…time out. Need a breather. Give me one second…Maybe thirty…" Tarantula smashes the floor to cause a small earthquake, opening up a small hole of the ground that Spidey accidently slips into. "Don't black out, don't black out…" Spidey hits his head onto huge solid gemstones as he falls, "Okay…blacking out now…" Spidey falls unconscious, landing at the end of a bridge next to a waterfall.

 **BGM End**

With all the other heroes knocked out unconscious, that leaves Tarantula the pleasure to kill Spider-Man smoothly and quietly as he jumps down the hole.

' _Guys! Guys! Wake up!'_ Nicole shouted from the unconscious Sally's nanotech compute bracelet. The Mobian A.I. quickly summons her lynx hologram so she could have a better chance waking up her friends. "C'mon, guys! Hurry! That thing's going to kill Spider-Man!" She said while trying to wake somebody up, but they're all knocked out cold, except for one Faunus girl that managed to regain consciousness.

"P-Peter…" Blake slowly gets up from the ground with Nicole's help.

Back with Tarantula, the monster menacingly looms over the beaten body of Spider-Man, quietly growling as he stares at the unconscious hero. _**"Parrkerrr…broootherrr…"**_ He mutters to himself, about to finish him with his spider-legs, but before the kill he is distracted by some energy pellets from above. _**"Whaaa-?"**_ As he looks up, Blake comes down with a drop kick to the face, knocking him a few feet across the bridge.

"Leave. My brother. Alone." Blake coldly threatens the spider-monster with her unsheathed energy katana.

" _ **Heee…brotherrr…? Famiiillyy…?"**_

"I see him as family, and you're not touching him!" Blake lets out a battle cry, running towards to fight the beast again. The two spider-like combatants have a small, but intense clash, with Tarantula brutally fisting Blake so hard he knocks her and the unconscious Spidey off the bridge and deep into the bottomless lake below the raging waterfall. The Faunus huntress could barely keep her eyes open, slowly losing consciousness once again as she falls deep into the azure pool. The last thing she could see before closing her eyes was someone big and hairy swimming deep down to save the both of them.

After a while, Blake wakes up back on the bridge, alive and well after almost drowning to death. She turns to Peter next to her, unconscious, not breathing, but still alive. She hears a slowly-cooked growl close to her, turning her to head to find it was Tarantula that saved their lives. The same monster that tried to kill them earlier saved them.

"You…saved us?" She asked, deeply confused. Blake slowly brings her right hand over to Tarantula's furry cheek, hoping the thing won't bite it off but surprisingly he didn't, letting the faunus to touch his soft cheek, allowing her to rub it even. "I feel…sadness, deep beneath so much pain and rage. Are you alright?" Blake asked the sadden beast, staring deeply into his eyes, all six looking slum and glum.

He quickly backs away from Blake and hops onto a nearby wall to escape the cave. "HEY! WAIT!" She shouted.

He turns back to her, _**"Savvee yrrrselfff…FROM MEEEEEE!"**_ He said before escaping the cave entirely.

Blake is left sadden, wishing she knew more about that beast or why it even saved her in the first place. _"Belladonna. Forget about him for now."_ She turns to see a multi-crossed armed Ero in his humanoid spirit form hovering next to Peter. _"Don't mean to rush, but the boy isn't breathing, and you know what happens when he goes?"_ Ero said, referring to his death if Peter dies.

"I know, I know." Blake sighed, but then smiles while walking to Peter's aid. "Peter's probably going to enjoy this. Just don't tell him I did this, or else he'll purposely interpret it the wrong way."

" _You have my silence."_ Ero promised.

Blake slowly takes off the mouth portion of Peter's mask so she could give him mouth-to-mouth after he almost drowned a few minutes ago. After hearing Peter's coughing, signaling he's breathing again, she closes his mask and brings him back to the others, where everyone else has just woken up after being knocked unconscious.

"Blake. Spider-Man. Glad to see you're okay." Nicole said to the both of them.

"Spidey!" Ruby runs up to Peter to check if he's okay. "Are you okay? How many fingers am I holding up?" She shows the semi-conscious web-slinger three fingers.

"Can I guess…?" Peter groggily asked.

"He's okay." Ruby gives everyone a thumbs up.

"Uh, my head. Why does it feel like I drowned like a motionless piñata? And why does my lips feel all tingly?" Spidey wonders, unknowingly getting Blake to blush after she gave him mouth-to-mouth. "Blake, you didn't-?"

"I did nothing! You're just dreaming about it!" Blake quickly intervened, flustered but still blushing.

"O-Okay." Spidey said, now able to stand on his two feet again.

"What was that thing that almost killed us? Some sort of mutated Man-Spider because of the Spider-Virus?" Tails wondered about their brutal assailant.

"Y-You don't think we'll turn into THAT monstrosity, do you?!" A frightened Antoine asked.

"We don't know that for sure, Antoine. Maybe that guy was a special experiment the Masters of Evil were working on." Sally assured the terrified swordsman.

"Something about that man-spider felt familiar to me." Spidey pondered, sensing something awfully familiar about the creature that attacked them. "Hmm. Ero, do you have any clue on who that guy was? His real name by any chance?"

" _With the Web of Life cluttered with all these new spiders, I can't determine the identity of the creature. I am just as lost you as you children."_ Ero responded.

"Perfect. Not even a god knows who that thing was." Spidey said.

"Whoever he was, he's sad. Heart full of hate and pain. He's suffering. I could tell from his eyes." Blake said, looking glum.

"Who is he?" Spidey wondered.

* * *

 **Prime Earth, Castle Doom**

 **BGM-Dragon Ball Xenoverse OST-Cutscene: Standoff**

Back at Latveria, Dr. Eggman has just finished stabilizing Grimadoom's body in the laboratory after the dark hedgehog's fierce fight with Super Sonic.

"There. Your body has been fully stabilized. Now you won't have to worry about your power going out of flux again." Eggman informed the hybrid clone.

"Thank you, doctor. It seems you live up to your imaginative IQ after all." Grimadoom mocked the evil scientists.

"What?!"

"Nothing, nothing. I'm starving. Where's the fridge at this joint? I'm in the mood for some chili fries." Grimadoom walks out of the lab to go find himself a kitchen, and at the same time, Dr. Doom and a coughing Salem looking very pale walks in.

"She's not looking too hot." Eggman commented on Salem's current weak condition.

"I'm…fine…" Salem said between heavy coughs.

"What's the problem with her again?" Eggman asked Doom.

" _Her recent battle with Spider-Man have left her weakened and fading fast. She has been overexposed to his venomous stingers, irradiated when in contact with the ISO Emeralds she overused during their fight, attracting some rare illness even my science and magic couldn't cure. If it wasn't for my medicine and the symbiote she harbors, she would've died weeks ago, but time is running out."_ Doom explained to his fellow colleague.

"Never thought…I would fall _this_ hard." Salem coughed.

"Don't worry, my dear. If all goes according to plan, I should have something on its way from Mobius that should cure your condition." Eggman said.

"Is it the Master Emerald you talked about before?" Salem asked before coughing again.

Eggman sinisterly grinned, "Oh no. Something _far_ darker I'm sure you'll like."

As they speak, Doctor Octopus ascends from a high tech floor elevator into the lab to meet with his associates. "I'm back." He announced his presence.

" _Octavius. What's the current status on the Doom Sanctorum?"_ Doom asked the eight-armed villain.

"We're about 62% finished with construction. And if everything goes as planned, we should have the space station up and running by tonight, but that's _only_ if we have the Master Emerald." Otto informed them.

"Oh. You mean _this_ thing?"

The Masters of Evil turn around to see that Team Toxin has returned from their mission with the Master Emerald in their grasp. _"Excellent work, Ms. Fall. Doom is impressed you've accomplished this with little trouble."_ Doom complimented Cinder and her team.

"Eh, it was a piece of cake." Cinder smiled.

"So this is the Master Emerald?" Salem asked, practically feeling its raw power as if she's touching it directly. "Astonishing. I've never felt such power."

Eggman let out a short chuckle, "It's incredible, isn't it? It's what I used to power my very first Death Egg so many years ago. And are you absolutely positive that Exo Stones are even _more_ powerful?" He asked the Latverian King.

" _Indubitably once we have all eight, but for now the Master Emerald will make a fine replacement for our plans."_ Doom said, completely confident that the Exo Stones are more powerful than the Master Emerald itself.

Seconds later, Grimadoom walks back into the lab eating from a cup full of delicious Chili Fries. "Oh…So this is the magic rock we're going to power up that Death Star rip-off of yours for?" He asked while eating, getting the stern attention from his creators and allies.

"Don't talk with your mouth full." Emerald berated the ultimate hedgehog.

"Sure, Moss Head." Grimadoom replied, still eating Chili Fries.

"Moss Head…?!" Emerald takes offense to that insult.

" _Enough!"_ Doom shuts everyone up with just his metallic voice alone. _"This is no time for such petty conflict amongst ourselves. We must continue with our plan while the heroes have their hands full with the spiders, especially when they're about to reach the next stage of their mutation."_ He turns to Eggman. _"Now, if I recall Eggman, there is a mythical beast that resides inside this emerald, no?"_

"Hehe, of course there is. Use your magic to see for yourself." Eggman suggested. As advised, Dr. Doom uses his magic onto the Master Emerald, extracting what appears to be a water blob that possess nothing but a brain and green eyes trapped inside a mystical bubble.

"What is that thing? A bubble of water with a brain?" Mercury asked of the identity of this water creature.

"Don't you know, child? It's Chaos, the god of destruction!" Eggman smiled when announcing Chaos' name. "I once released Chaos to help further my goal of creating Eggmanland, but as usual, Sonic and his bothersome rodent pals intervened with my plans."

"I thought it was because you lost control of Chaos and Sonic had to save your egg-shaped butt from total embarrassment." Grimadoom said, possessing some memories of those events because of inheriting Sonic's DNA.

"Quiet you!"

" _We don't have to worry about that being a problem. With the Espeon Exo Stone, he is totally under our will to command, isn't that right, Chaos?"_ Doom asked the water god, receiving a slow, painful, but respectful growl from the Guardian Chao. _"Dr. Octavius. Take the Master Emerald to power up the Sanctorum."_ He ordered Doc Ock.

"As you wish." Otto agreed, lifting the Master Emerald with his mechanical arms. "Finally, with the Master Emerald, I can perfect my old fusion reactor experiment. This will do nicely." He grinned, taking the lift back underground.

" _Salem, if you're up to it, take Chaos back to Remnant and begin your own experiments on the beast."_ Doom said, giving Chaos to the sick Dark Mistress.

"And take Wendy Naugus with you. She might prove to be of use." Eggman suggested.

"I've never experimented on a god before…I'm loving this alliance the more I'm here." Salem sinisterly grinned with a few coughs before heading back to Remnant, taking her Spider-King servant with her along the trip.

" _Team Toxin. Grimadoom. You'll be stationed with the Northamer Egg Army until further assignments are available. Do I make myself clear?"_ Doom asked them.

"It's not like I had any plans for today." Cinder smirked.

" _That's good. Now go along. Me and Eggman are gonna help Octavius with the space station. Soon, we'll show those good-for-nothing heroes what's coming to them, and why they should never challenge dominant supremacy."_ Doom said.

 **BGM End**

* * *

 **BGM-Dragon Ball Super OST-Limit-Break x Survivor (Preview)**

 **Ruby: Hey everyone. My name is Ruby Rose. We learned where Eggman's base is stationed on Mobius. Then out of nowhere, Knuckles comes in and immediately starts fighting Spidey. Knuckles, what're you doing?! Spidey's once of the good guys! Aren't you supposed to be on our side?!**

 **Next time on D-Avengers: Spider-Island DX:**

 _ **Webhead vs. Knucklehead**_

 **Ruby: He really is a knucklehead.**

* * *

 **KFX Here: Next chapter might be a short one. That's all I'll say for now.**


	13. Issue 10: Webhead vs Knucklehead

_Issue 10: Webhead vs. Knucklehead_

 **Above the skies of Westside Island**

After liberating the underground ISO-8 cave from the Masters of Evil's control, Spidey's team make their quiet flight back to Mobotroplis to regroup with the others. On their way back, however, Nicole informs them of some ground-breaking news she recently discovered.

' _Uh, guys?'_ She speaks to her friends from the Cyclone's computer.

"Huh? What is it, Nicole? Have something to tell us?" Spidey asked the lynx A.I.

' _More like show you. Look at this recent news report.'_ A holographic screen pops up in front of the ship for everyone to closely watch and listen to the reporter describing a recent fight between two hedgehogs that took place at Casino Park.

' _We interrupt this broadcast for an important news flash.'_ said the british female reporter, _'During the amidst of this strange Spider-Flu that's giving everyone spider-like powers, a massive battle erupted at the headquarters of Breeze Media, where the world-renowned hero, Sonic the Hedgehog fought against this mysterious new hedgehog in a chaotic battle that shook the very city itself…'_ She continued, showing video footage of Super Sonic fighting this all-powerful dark hedgehog.

"Super Sonic? But, who's he fighting?" Ruby asked.

"A hedgehog, but not one I've ever seen, especially one that could go toe-to-toe with Sonic in his Super Form." Sally said. "Nicole, where's Sonic and the others right now?"

' _They've just arrived at Mobotroplis. I'll let them know we're coming.'_ Nicole replied.

"We should be reaching the city in about two minutes." Tails informed everyone.

"That's good." Sally said.

"First that Man-Spider, now a new hedgehog? This day's weirder than the time Fin Fang Foom joined the Olympics." Spidey said.

"You're joking, right?" Blake asked the web-headed jokester.

"I'm not."

"Yeah, I don't believe you." She said, leaving Spidey to depressingly sigh.

* * *

 **Mobotroplis**

Sonic and his team are seen talking to each other in the middle of the city until they've spotted Spidey's team approaching them. "Hey guys, what took you so long? Uncle Chuck told us you were investigating the Mystic Caves." Sonic grinningly asked his other friends.

"We found some hidden palace filled to the brim with ISO-8 crystals. We 'quietly' asked the Egg Army to leave, and they did after we almost died fighting Metal Sonic and some monstrous Man-Spider, who Metal called 'Tarantula'." Spidey explained their recent mission to the others that weren't involved. "What about you guys? We heard what happened at Casino Park with some black hedgehog that's _not_ Shadow."

"He called himself 'Grimadoom'. He, Mecha, and the Hooligans were going to blow up Breeze Media with a bomb that would've scattered the Spider-Virus across the city." Weiss told them.

"Grimadoom? Sounds like a nice guy." Spidey sarcastically said.

"We can assure you he's not, Sugah-Man. He single-handedly whooped our behinds while joking around like you or Sonic, barely taking us seriously." Bunnie told the web-slinger.

"And somehow, he not only has spider-powers but ALL our moves and abilities. He can even form his own weapons that're similar to ours." Yang added.

Ruby gasped, "You mean he has his own Crescent Rose?"

"One that can tear a hole through reality." Amy said, frightening her friends.

"That ze scary." Antoine shivered in fear.

"What's even more scary is that even with my Super Form, that guy was giving me loads of trouble. I doubt he was using half of his full power." Sonic said.

"How were you able to access your Super Form anyways? Was it because of the Chaos Stone?" Spidey asked the speedy hedgehog.

Sonic nodded, taking out the stone from his quills, "Yeah. Remember, this stone is filled with chaos energy. It's like having all seven Chaos Emeralds wrapped into one beauty of a gem."

"All the more reason we should be careful with it." Blake said, before putting her hand underneath her muzzle to think more clearly as she talks. "This 'ultimate power' Doc Ock mentioned before. And these Exo Stones. They've all been bugging me. And that Man-Spider from the caves? Who was he? I feel there's more to him than we're led to believe."

Peter puts a hand on one of her shoulders, "I'm curious about that guy too. We'll figure all that later once we locate the Masters of Evil. How is that going along, Sally?" He asked the Acorn Princess.

"I think GUN is close to locating Eggman's main base of operations. Guess what we can do for now is wait for the call from Rouge until we strike. C'mon, let's head back to the castle for some rest." Sally said.

"I like that idea. My legs need some sleep. And my arms. And my face. That guy really did a number on me. I can't begin to tell you how many bones he broke with just one punch." Spidey babbled.

 **BGM** - **Sonic Adventure OST-Unknown from M.E. (Instrumental)**

The heroes make their trek to Castle Acorn for some R&R until they hear from Rouge about Eggman's main base, but as they walk through the city they hear a loud voice from the sky.

"HEY! SPIDER-MAN!"

"Huh?" Spidey stops on his tracks, turning his head to the sky to see an angry Knuckles gliding right at him at top speed. "Oh. It's Knuckles. Hey buddy! Long time no see! How's guarding that Master Emerald been goin' for ya?" The Spider happily waved at the incoming echidna, noticing he's looking a little angrier than usual, almost pounding Spidey with his rock-hard fist if he didn't jump out of the way in time. "Hey, what was that for, jerk?! If you wanted me to give you a high-five, warn me the next time you unexpectedly visit, assuming you have a phone somewhere in those dreadlocks." Peter joked.

"No times for games, Spider-Man! You and Ero are going down! Give me the Chaos Emeralds you have, right now!" Knuckles demanded from Spider-Man and his other.

"What?!"

' _What?!'_

"WHAT?!" Spidey and Ero shouted angrily at the same time, causing Peter's lenses to glow red-and-blue because of his status as the Avatar of the Great Weaver, and of course being the host of the Other. "I don't have the Chaos Emeralds, bonehead! On second thought, I do have that Chaos Stone that acts like a Chaos Emerald, so I guess-." He accidently babbled to the rock-headed Knuckles, making the echidna thinks he has the Chaos Emeralds, combined with his glowing heterochromic eyes, getting him to attack again. "I should _really_ stop talking!" Spidey said, dodging Knuckles' attacks.

Meanwhile, the rest of the D-Avengers and Freedom Fighters are just standing there watching the two red-colored heroes fight it at each other, and while the Mobians are used to Knuckles' idiotic behavior, Team RWBY are a little more confused on what's going on with him. "Huh? Why's Knuckles fighting Spider-Man? I thought he was on our side?" Ruby questioned with a confused look on her cute little face.

Sonic tiredly sighed while crossing his arms, "Knuckles, don't tell me you've been tricked again?"

"Tricked?" Ruby questioned.

Amy grunts, "This _always_ happens. He gets tricked like once every month. It's a running theme at this point."

"Should we stop them?" Yang asked.

"You of all people should know what it's like to be hot-headed piece of work in these situations." Sonic teased her.

" _Excuse_ me?" Yang replied with her eyes glaring red.

"Just give Knuckles a few minutes to cool off, _then_ we can berate him on his stupidity. For now, let's just enjoy the show." Sonic said.

Yang's eyes turn back to normal, "Yeah, that makes sense." She said, turning back with the others to watch Spidey and Knuckles duke it out with one another.

 **BGM End**

 **BGM-Sonic Adventure OST-Fight for My Own Way**

Knuckles punches Spidey who put up his defensives, managing to push back the wall-crawler to a tree. "Okay, Knucklehead. If you want someone to beat back your senses, then I'm your guy. Let's rock!" Spidey said, crouching down to his fighting stance. The red echidna goes a hard-hitting right hook, missing because of Peter's superior speed and reflexes, then kicked to the cheek. "C'mon, is that all you got, furball? I'm barely even trying." Spidey taunted the gullible guardian. Knuckles growls, attacking Peter with hefty barrage fist attacks that he easily dodges without breaking a sweat, throwing Knuckles across the ground with a web strand. "Wished you had spider-powers to make this fight _somewhat_ enjoyable?"

Knuckles growls again after gaining his bearings, "I don't need the powers of a freak to beat you!" He breaks apart a part of the ground, lifting up a huge boulder for him to throw at the teasing Webhead.

"But spider-powers give life, hope, and astonishing good-looks." Spidey quipped, kicking the boulder back at Knuckles who smash it with one, powerful punch. The red guardian tries to attack Spider-Man but repeatedly misses thanks to the dozens of afterimages he's creating with his speed alone, releasing an onslaught of attacks while simultaneously mocking him with annoying jokes and blowing raspberries with his tongue. He double-kicks Knuckles straight smacking to a tree. "Man, you're so fun to knock around! I'm starting to have a hard time believing YOU guard the Master Emerald if you're this pathetic."

That comment seriously infuriated Knuckles to the core, effortlessly lifting up the mounted tree from the ground to smack Spidey around with for a while, crushing him with the final blow. "Not so funny now are ya, Webhead?" The cocky echidna who doesn't chuckle chuckled.

"Oh I am hilarious. Should've seen me when I was invited to Comedy Central. I was the talk of the town for two weeks." said Spidey, kicking the tree straight crashing at Knuckles, webbing him pin down to the ground. "Now are you ready to be good boy and tell Papa Spidey _why_ you were trying to kill me?" He asked, receiving a flaming spiral uppercut after Knuckles broke out of his webbing, launching him across the city with Knuckles giving chase.

"Okay, this has stretched out long enough." Sally said with a narrow stare.

"Finally. I just finished my popcorn." Sonic said, eating the last of his popcorn bag with Tails, Ruby, and Yang.

"Wha-? Where'd you-? Uh, never mind. Let's stop them before they actually hurt themselves." Sally and the others race back deep into the city to cease the fighting between Spider-Man and Knuckles.

Speaking of those two blockheads, they continue to fight, with neither letting up on the damage and teasing to each other's bones. Spidey starts panting after sustaining some damage, but still keeps a confident face, "Ready to give up, knucklebrain? I'm just warming up."

Knuckles pants as well, not looking like he's ready to give up just yet, "Nah. I'm only getting started, web-for-brains." They charge at each other for one more attack, letting out war-cries, but out of nowhere, Yang pops in the middle of their clash to painfully bop their heads in.

 **BGM End**

"Alright, boys, playtime's over." The blonde chick told the morons.

"HEY! What was that for?!" Knuckles shouted at the cheeky huntress.

"Just wanted to make sure you weren't mind controlled, that's all." She grinningly joked.

"What?!"

"Knuckles, what's the big idea coming here unannounced to pick a fight with Spidey? Usually, you only do that to me." Sonic asked as he and the others catch up via web-swinging.

"What do you think?! I'm saving the world from this walking infection standing right here!" Knuckles pointed to a confused Spider-Man.

"Walking infection? But I just got my flu shots." Spidey joked.

"Don't play coy with me, bug-man. I've been explained everything about what you're planning with your mutated Spider-Army." Knuckles said.

"Care to tell me what I'm planning, 'cause I am absolutely lost? Spidey requested.

"Heh. You see. I've been told I'm the world's only hope." Knuckles smugingly smirked to the side as he explains his story. "A mustached kid fan of mine named Otto the Octopus told me everything how Ero has gone evil and has taken control of Spider-Man's body for world conquest, giving his parents and everyone else spider-powers and mutating them into his servants with the Chaos Emeralds. And since _I'm_ the smartest, strongest, and bravest among us, only _I_ can save it. I mean, why else would that kid come to me? Why? Because I am _awesome_. So I left the Master Emerald with the kid all alone by himself with no one watching him while I came down here to save the world, because I am just that smart."

Everyone who listened to Knuckles' bewildering story are left astonishingly dumbfounded. Spider-Man, for once in his life is at a loss for words for how dumb Knuckles is. So lost he's starting to get a migraine from hearing such outlandish trash, with Sonic, and even Ero in his spirit form joining him. Everyone else either gives Knuckles this blank "Are you kidding me" stare, or in Big's case just a blank stare as if he's loss in his thoughts.

"So…Are you going to surrender and give me the Chaos Emeralds or what?" Knuckles asked the perplexed Spider-Man and Ero.

"First off, I don't _have_ them. If I did, I would've super-kicked your butt straight to your half-destroyed moon!" Spidey angrily shouted at the echidna.

" _Secondly, guardian, I'm not controlling the boy or the one infecting people like a diseased rat."_ Ero narrowed his multiple eyes at the naïve guardian.

"B-But the kid said…"

"You mean 'Otto the Octopus'?" Rotor interrupted Knuckles with a stern look towards the echidna.

"Otto the Octopus? _Otto Octavius_? _Doctor Octopus_? Ring any bells?" Weiss asked the red idiot.

"Uhhh…"

"He's working with Dr. Eggman in a group called the Masters of Evil, giving people in our dimensions spider-powers thanks to the Jackal. They must have either sent a robot or a Mysterio illusion to steal the Master Emerald for some big plan they have." Tails informed Knuckles on the real villains at play here.

"In other words…" Sonic started talking.

"You done goofed, Knucklehead." Yang finished.

The idiotic echidna takes a few seconds to process everything he has just heard. Slowly, he finally gets the sudden realization he has been tricked once again, this time by two doctors. His body starts to glow bright red as he gets really, really angry. And when he couldn't hold in his anger he shouts, "OCTOPUS! EGGMAN!" and storms off.

"Wait! Where are you going?" Ruby calls out to him but gets no response from the furious animal.

Sonic fires a web line onto Knuckles' back to prevent him from leaving. "Take it easy! Flying off the handle won't get the Master Emerald back!" He said.

"But what if they, I dunno, drops and shatters it? It'd be next to impossible to find all the pieces!" Knuckles told him.

"You make it sound like you've never collected broken Master Emerald pieces before?" Sonic said.

"But not in other dimensions. What if they fell somewhere outside reality?"

"Then we'll just collect them. Easy as that." Ruby casually said.

"Easy?! Why you little-?!"

"Knuckles, calm down for a second. I've just been informed by Rouge where Eggman's current base is located." Sally said after making contact with the special GUN agent while everyone else was arguing.

"Really? Where, Sal?" Bunnie asked her team leader.

"At an island in the middle of Efrika's oceans." Sally said.

"Efrika? Yeah, that's ingenious way to avoid inter-dimensional copyright on a continent." Spidey joked.

"The island is heavy fortified. Let's plan how we'll infiltrate the base on the Sky Patrol. Let's go, gang!" Sally said, gesturing her friends to follow her to the Sky Patrol.

"Whaddya say, Knux? Wanna join the adventure of the lifetime?" Spidey asked, already forgiving Knuckles for their misunderstanding.

He silently growls, "I need to find the Master Emerald. Angel Island isn't going anywhere now, and…I guess I do owe you. And it has been a while since I've been on any crazy adventures. So sure, I'm in!" He happily fist bump Peter, agreeing to let bygones be bygones between them.

"Sweet! Then let's go, Avengers, Freedom Fighters, and Knuckles! Off to Eggman's island base!" Spidey said.

"Ugh, do I have to be counted separate?" Knuckled complained.

"You're not part of any team, are you?" Weiss asked him.

"Uh, no."

"And there's your answer."

The red echidna shortly growls, then getting an ingenious idea. "Hey, Spidey, can I join the D-Avengers?" He asked the leader of the Dimensional Avengers.

"You're hired! Welcome to the team, buddy!" Spidey nonchalantly answered. Knuckles smugingly grinned back at an irritated Weiss before they all walk into the Sky Patrol, seconds later the ship lifts off from the ground and heads towards Eggman's island.

* * *

 **Remnant, Inside Salem's Maleficent Citadel**

The sick Mistress Salem is taking a small break from experimenting with her new pet god, Chaos, hanging out inside her dark castle overlooking her precious Grimm working together with Eggman's and Doc Ock's robots outside her stained glass window, watching them fortifying her domain with heavily-armed defensives in case of intruders, which she seems unnecessary but allows it anyways.

As she observes her mindless pets, her venomous illness kicks in again, forcing her to collapse to the floor, repeatedly coughing out blood while the purple veins on her body glow with an intense light, causing her pain to hurt even more. _'M-My body…I'm getting…weaker…'_ She said in her mind between coughs. _'I could've never imagined…that I…would be on the brink of death… because of some illness…Spider-Man and his Other injected into me…'_ She thinks back to the most painful parts of her recent clash with the fused warrior between Spider-Man and Ero, using the power of their armored Shin forms to brutally beat her to a pulp, ending their battle with an enormous spider-like dragon fist that would've killed her but miraculously survived, further surviving after Peter gave her energy as an act of mercy. After a while, she begins to here various quotes of the Spider overlapping themselves in her head, taunting her, haunting her.

' _Don't bother begging forgiveness when I'm through with you…'_

' _Then fight me…if you're ready to die…'_

' _If you're as smart and as old as people say, then you should know by now that it's the duty of every hero to save people who are in danger, even though that person planned to destroy the world earlier…'_

' _Honestly, I don't know whether to call you pathetic, a coward, or just plain stupid…'_

' _You've been hiding in the shadows for far too long that you've slowly transformed into a weakling…'_

' _You've seen the type of bonds I've made with my friends AND foes alike, the good and bad kind…'_

' _YOU FOOOOOOL!'_

' _Honestly, you had this coming, but I've got to say though, I never expected you to fall so hard…'_

' _You should know by now I'm no killer, but let this serve as an eternal reminder that I could've finished you right here and now…_

' _There are some fates far worse than death, and you're experiencing one right now…'_

These words continue to echo throughout her weak mind, but for some ill reason, she's chuckling about it despite her weakened state. "This is the first time in my life I have ever experienced true pain…and yet…I can't seem to hate him for it…Spider-Man…the Other…When was the last time I've genuinely enjoyed myself before you two entered my life…Hehehe…I guess what Ozpin said before was true…I have changed thanks to the boy…Wished we could've fought each other…one more time…"

"Then how about you stop looking so pathetic and stand back up?"

Salem weakly turns her head to spot Grimadoom standing next to her. "Grimadoom…why are you here…?"

"Hey mom. Got bored of Mobius. Wanted to check this place out. Oh, and Eggman has something to show you." The clone hedgehog said, just as Eggman enters the room holding a strange dark bluish purple ISO-8 Reactive crystal.

"My, my, Salem, you're starting to look like death itself. A minute too late you would've died." Eggman said to the dying dark queen of Remnant.

"Doctor…what is that you hold in your hands…?" She weakly asked, barely gathering her bearings to gain the strength to stand up.

"Your key in rebirth." Eggman said, lifting the crystal to the air. "This, my dying friend, is a Dark Gaia ISO-8 Reactive Crystal Metal Sonic mined from the ancient ruins deep in my world."

"Dark…Gaia…?"

"A primordial hyper energy organism of pure darkness that I once used for my plans, and research shows they are quite similar to the Grimm of this world, down to the tea." Eggman started explaining. "Once I learned the ISO-8 was a part of my world, I had the suspicion that maybe, just maybe, there was a crystal that contained an essence of Dark Gaia's power. But they were extremely rare to find, with this being the only one I could dig up. Originally I was going to use it to power up some super robot, but when I learned you were sick, I figured this might cure your illness."

"You…sacrificed power…for me…?"

"Your part of a team now, whether you like it or not. If one man goes down, the entire team falls apart. We can't beat the heroes if we're so disjointed. This isn't your day to die, Salem, and you know it." Eggman said.

"Hmph…You humans and your kind hearts…" Salem said with a small smile forming. "So are you sure this crystal would cure me of my condition?"

"I've ran some tests. They've been refined and work perfectly compatible with you and your symbiote's DNA. I've even added in some of Spider-Man's DNA to prevent something like this happening again." Eggman hands over the Dark Gaia ISO-8 over to Salem.

"You are too kind…" She said, outright swallowing the darn crystal full to not waste any time.

"Was that really necessary?" Grimadoom asked.

A black substance, quite possibly her symbiote returning to full strength, surrounds Salem as a whole, wrapping her up in a dark cocoon for about a minute. After a while a dark light breaks out of the cocoon, and with it a brand-new, Salem walks out free. Her youth has been fully restored to that of her prime, honestly looking pretty attractive. Her red irises have been replaced with a purple color, as well as having full long black hair that reaches her back. While she still possesses the scars over her eyes, only smaller this time, and that black gem on her forehead, her white skin is looking less like death, with the veins across her body lessen and barely noticeable. Underneath her new black cloak with purple hemlines and red accents, as well as her signature demonic-looking symbol on the back is a Spider-Woman like black costume with a large, stylized red spider symbol that circles to her back, with .

"Wow…Was not expecting that." Eggman said, stunned at Salem's new, attractive look.

"Meh, a minor improvement." Grimadoom shrugged.

Salem takes a few seconds, closely observing her new young look, feeling as good as a young woman with the strength of a thousand armies. She chuckled for a bit, then goes lets out a healthy fit of laughter. "So this is what it's like to feel reborn. I can't believe I reclaimed my youth and lost strength. And the powers of Dark Gaia and Spider-Man's blood now runs through my veins. You truly have earned my eternal thanks, Doctor Eggman." She smiled to Eggman as thanks for saving her life.

In that short moment, both her and Grimadoom senses a great change happening on their worlds. "What? What's going on?" Eggman asked, wanting to know what they just sensed.

Grimadoom smirked, "It would seem the metamorphosis has begun."

"I can feel them; can't you doctor?" Salem asked. "Through the Exo Stone, our little experiment has finally reached its vital point of our plan. Our army is now growing. The infected of our worlds are starting to embrace their change into something grand. Something ostentatious."

"Yes, yes, I feel them too. Perfect. Soon we will obtain an unstoppable army to decimate countries and whole worlds. Everything is coming together." Eggman sinisterly grinned, only to be interrupted by Orbot calling him. "Orbot, was it?! I was in the middle of enjoying myself!" He yelled at him.

' _Sorry, boss, but I thought it would be wise to inform you the Freedom Fighters and the D-Avengers are approaching Spider-Egg Island.'_ Orbot informed his boss.

"Is that so? Then prep the defensives and warm up my mech. If you could excuse me, Salem, I have some bugs to squash." Eggman maliciously grinned, exiting her room.

* * *

 **BGM-Dragon Ball Super OST-Limit-Break x Survivor (Preview)**

 **Spider-Man: It's your Friendly Neighborhood Spider-Man speaking. We followed Eggman's trail to an island base called Spider-Island. How original. Each one of us are separating into teams, disabling the base, and to take out Eggman. Who's up for some scrambled eggs?**

 **Next time on D-Avengers: Spider-Island DX:**

 _ **Freedom Fighting Avengers**_

 **Spider-Man: Seriously, who's up for some scrambled eggs? That sounds delicious right now.**

* * *

 **KFX Here: Salem's new design is like a cross between Adriana Soria, the Spider-Queen from the actual Spider-Island comic, and her original design but looking much younger and attractive. Thought it was appropriate to pay some homage to the villain of the original source material, and some character development for Salem.**


	14. Issue 11: Freedom Fighting Avengers

_Issue 11: Freedom Fighting Avengers_

 **Inside the Sky Patrol, En Route to Spider-Egg Island during the evening**

"So, Peter, when you and Ero fuse, or finalize, do you become a whole new being?" Ruby asked the Spectacular Spider-Man while they and Sonic ride up an elevator with chili dogs and drinks for the friends.

"Huh? Hmm. Yeah, pretty much. Combined personalities and everything." Spidey answered her little surrogate sister.

"Does that include age? Do you become as old as Ero, however old he is?" Sonic was the next person to ask about their Finalized forms.

"Uh…I don't know. Ero?" Spidey makes telepathic contact with his other.

' _Hmm. Possibly. To be honest, I'm not exactly sure.'_ Ero responded only to Peter.

 **BGM-Spider-Man: Friend or Foe OST-Helicarrier Hub**

After that random question, the inter-dimensional heroes arrive at the meeting room of the flying fortress of the Freedom Fighters, the Sky Patrol, where they and the rest of the D-Avengers are hanging out, with the more immature members playing around with their spider-powers.

"Chili dogs? Why am I not surprised?" Sally questioned, picking up a chili dog.

"Hey, it's better than Yang cooking." Sonic joked.

"My chocolate stew spaghetti wasn't _that_ bad." Yang commented from an upside down web.

"Alright, everyone, enough playing around. We have work to do." Sally clapped her hands to get everyone's attention, prompting them to sit in their seats, with Spidey joining the leader princess in front of the wide television screen.

"Thanks to GUN intercepting an Egg Army vessel en route to Soleanna with a Fog Machine, we now know the location of Eggman's base, here at Spider-Egg Island." Sally points to the screen depicting a huge spider-shaped island with the body of an egg.

"Spider-Egg Island, huh? I'm not going to make a joke about it. That's lame." Spidey said.

"This is where they are manufacturing more of the Arachno-Fog so they could disperse it all across the world. It's our job to stop them and put an end to their operations here on Mobius." Sally continued.

"So, what's the plan?" Blake asked the princess.

"We have three objectives: One team is going to shut down the factory manufacturing the fog machines. The second team are to head to the canyons and secure the train station transporting the machines and some space material…" Sally answered but was then interrupted when she sees Ruby's hand go up.

"Why do they need space material?" She asked.

"Probably to build another Death Egg. Eggman has a fascination with space stations." Rotor answered the little huntress-in-training.

"That's probably why they stole the Master Emerald in the first place." Sonic added.

Knuckles growled after hearing that his precious Master Emerald is gonna be used to power up another space station. "Those Masters of Evil punks. I'll make sure they get what's coming to them."

"And what's our third objective gonna be?" Weiss asked.

"What do ya think? We're gonna scramble some Eggman mixed with calamari meat and a side of web-fluid." Spidey said.

"Two Egg Bosses are said to be guarding the factory and train station. Good luck everyone." Sally finished explaining the plan to united team.

 **BGM End**

* * *

 **Spider-Egg Island, Widow Canyon Zone**

 **BGM-Sonic Heroes OST-Bullet Station Zone**

In a canyon-filled base attached by sticky cobwebs, Sally leads her team consisting of Yang, Rotor, Cream, and Antoine grinding down rails made of webbing towards the terminal station, dodging various spider-shaped trains down to the base.

"I see it!" Yang shouts, pointing to the huge terminal station straight ahead.

"The train station!" Cream said.

"Alright, Speculator Fighters, let's shut this place down, before these trains escape the island!" Sally said when they arrive at the terminal station, greeted by the Masters of Evil's various spider-themed goons. Thanks to their own spider-powers, Team Speculator Fighters were quickly able to match and defeat the lame spiders and begin to secure the station for themselves. "We're securing the station! How are the rest of you doing?" The Acorn Princess asked the other teams through their communication devices.

 **BGM End**

* * *

 **Silky Factory Zone**

 **BGM-Mario & Sonic at the Olympic Winter Games (Wii) OST-Dream Short Track (Egg Factory)**

"Team Amazing Freedom here and _chillin'_!" snickered Ruby, having the time of her life bouncing on multiple web nets in mid-air alongside Tails in this icy factory. And while they are having fun on the web, Blake, Knuckles, and Big take the ground assault with the spider robots and hope to god they don't slip on the icy terrain.

"We should be closing in to the core. We'll be in touch." Blake replied to Sally, striking a Spider-Egg Pawn with small claws from her fingertips.

"You never told me you had claws." Knuckles commented on her new ability, knocking out a couple Spider-Soldiers with his fist alone.

"Well I am a cat. So it's either that or a new spider ability I just unlocked." Blake reeled in a spider badnik with her webbing then punches it across the room, leaving it to be smashed by the other cat's big butt. "Nice one, Big."

"Your welcome." Big replied, joining the rest of his friends to the core of the factory.

 **BGM End**

* * *

 **Arachnotopia Zone**

 **BGM-Sonic Heroes OST-BINGO Highway Zone**

The rest of the heroes led by Spider-Man successfully infiltrated Eggman's main base of operations in the island, a major spider-themed, neon-lit amusement park filled with all sorts of fun rides and pinball slot machines for those gamble addicts out in the world.

"Don't have to worry about us Team Mobian Avengers, Sal, we're having a blast!" Spidey happily replied to the chipmunk princess. He and his fun-loving hedgehog friend are having some major fun riding the spider-coasters before that spontaneously blew up, leading them to play around at the pinball table for a bit, getting a bingo at one game, then launching themselves from a cannon in the shape of a spider.

"Haha, this place is awesome! Too bad we'll have to tear it down to find Eggman." Sonic said, with him and his Spider-Bro joining Weiss, Amy, and Bunnie dispatching the spider-themed guards.

"So let's make the best of it. Heave ho!" Spidey and the hedgehog jump in front of a web slingshot provided by the park to plow through an army of arachna-goons with a wide smile on their faces.

"HEY! SONIC! SPIDEY!" Amy shouts from far-away of the thrill-seekers.

"Don't take all the fun for yourselves!" Weiss smiled, web-swinging with Amy and Bunnie to catch up with them through the spider-theme park.

 **BGM End**

* * *

 **Back at Widow Canyon Zone**

"Sal, we just cleared out the Egg Army. This station is ours." Rotor informed Sally.

"Good." Sally nodded, but becomes distracted when they hear a train whistle from outside the station. Team Speculator Fighters run out to see a spider-train about to depart to the tunnels.

"Oh no! Ze train!" Antoine pointed to the runaway train.

' _It's carrying space cargo to parts unknown. We have to stop it before it leaves the island.'_ Nicole informed the team from Sally's wrist device.

"Got it! Let's go, guys!" The team web-zips to the top of the train before it entered the dark tunnel with lights to help see through. Thanks to their new adhesive abilities, the team can safely stick onto the train, fighting more of the Masters' pawns without worry of falling over.

As they get closer to the head of the arachnid train, there are met with a large Mobian water buffalo wearing a purple Eggman Empire uniform and chains strapped around his gauntlets.

 **BGM-Sonic Heroes OST-My World**

"Who's the walking, buffy buffalo?" Yang asked about this Egg Goon.

"He's Axel the Water Buffalo, Egg Boss of the Efrika Egg Army. We dealt with him a few times in the past." Sally answered the blonde Avenger.

"I'm honored you remember me, princess." Axel said.

"Where are you transporting this cargo to?" The Freedom Fighter leader asked the Egg Boss.

"That's none of your concern." He replied, crossing his arms.

"Okay, answer me this: Who else is part of the Masters of Evil? What are their true goals?" Sally asked.

"The Masters of Evil is an alliance of terrifying magnitude between villains from our respective dimensions in hopes of taking them over." Axel answered.

"Who's the leader, 'cause it certainly doesn't sound like Eggman is the one calling the shots?" Sally asked another question to the buffalo.

"I will not give out their name as I do not know much myself. Rumor has it, this person should be _feared_ beyond belief. A being that spreads _doom_ and _chaos_. It would be wise not to interfere, or else you will be destroyed." The gruffy buffalo warned them of the dangers, but the heroes seem determine to interfere no matter the cost.

 **BGM End**

 **BGM-Sonic Heroes OST-Egg Albatross**

"Sorry, but we've already come this far. We're not turning back now." Sally popped out her energy ring-blades.

"Then you leave me no choice!" The Egg Boss puffs out air from his nostrils ready for battle, standing alongside teleporting Egg Pawns and Spider-Soldiers that arrived for the battle.

"Everyone, cover me! I'm gonna stop this train!" Sally commanded through the blazing skirmish between combatants. She easily leaps over Axel, allowing Yang punch him in the face, giving the tactician princess enough time to cut a hole big enough for her to punch through that leads to the command room of the train. "Alright, Nicole, do your thing." She said so the living A.I. can hack the train to stop.

' _Sure thing.'_

While Nicole is hacking the train, Sally is alerted to a few spider goons inside the compartment thanks to her spider-sense. She uses her spider-agility to dodge the laser blast, drop-kicking some of the spider goons before they could notice her, then uses her spider-speed to cut through the Egg pawns with ease, throwing them to the others with a web line. "Mess with the Spider-Acorn, you get the web." She smugingly smirked before that quickly disappears from that lame joke. "Wow, that sounded better in my head." She said, hearing Nicole's giggle not far.

Back on top the speeding train, the rest of team Speculator Fighters are taking care of the goons with every wide turn the train takes. "Where's that spider-strength, buffy? I thought all you Egg Pawns get a free sample." Yang quipped, easily deflecting the Egg Boss's brutal punches with her enhanced durability.

"You will soon learn that those powers are nothing more than a curse." Axel throws the chains from his gauntlets straight at Yang, but the power lady effortlessly grabs it before it could tie her up, slamming the gruffy buffalo over to the other side of the train.

"Pretty awesome curse, if I do say so myself." She quipped. The Egg Boss stands up in a growl, throwing as many punches to Yang, hoping one of them would connect. "So this is how a 6-year-old fights. Glad I figured out that question." She mocked the evil mobian, sweeping him off his feet for a double-kick into the air, slamming him back down with her webbing.

Power Woman switches to her HeatGuts Style Change and gets in position for a brutal assault. "Watch out! Here comes the Power Crawler Assault!" She unleashes a flaming barrage of punches right on Axel, beating him into submission just as her teammates finished their assignments. "What? That's it. I was just beginning to smash your face in." She taunted.

"I might've failed, but soon your worlds will experience the same thing in the coming hours…" Axel then falls unconscious, just as the train starts to slow down to a screeching halt.

 **BGM End**

* * *

 **Meanwhile at Silky Factory Zone**

 **BGM-Sonic Heroes OST-Egg Hawk**

Team Amazing Freedom successfully fought their way through the web factory until they reached the central core producing the fog machines, and the Egg Boss guarding this facility in her battle mech suit.

" **So, you're the ones who are playing games with Lord Eggman's army!"** The sadistic Egg Boss of the Soumerca Army, who also thinks VERY highly of Dr. Eggman, Thunderbolt the Chinchilla, greeted the united heroes.

" _Playing_ is such a harsh word." Scarlet Rose playfully told the animal piloting a mech suit.

"How is playing a harsh word?" Tails questioned her, confused.

"I dunno." Ruby innocently replied.

" _Guys_ , focus on the delicate animal piloting a death bot." Blake and the others get in position for battle.

" **You fools need to be taught a lesson! I will destroy you and deliver your corpses to Lord Eggman, as my own reward!"** The ruthless Thunderbolt starts hovering in the air, commanding her army to attack the heroes.

"Blake! Tails! Shut down this factory! We'll cover you!" Ruby commanded her team, leading Knuckles and Big to fight the Egg Army head-on so Tails and Blake could disable the facility.

Thunderbolt fires numerous electric blast from her suit's gauntlets at the heroes, prompting them to move aside whenever their spider-sense warns them of the incoming blasts. "Ruby! Distract her for me so I could finish this in one shot!" Knuckles shouted to Ruby, spin attacking the spider goons headed his way.

"Right!" Ruby switches her suit to WoodShield Style, granting her a green color scheme and a shield attached to her right arm. Since electricity is pretty ineffective against wood, Thunderbolt is helpless against Ruby's blinding assaults.

" **Ah! You little twerp!"** Thunderbolt shoots out a rocket fist, knocking Ruby away, and while the little boss thinks she's safe, out of nowhere, Big belly smacks him to a wall.

"That was not nice to hurt my friend like that." Big said.

" **I'm the bad guy! Of course I won't be nice, especially to those that continue to disrespect Lord Eggman's will!"** The short-tempered Chinchilla fires an energy blast at Big, knocking him ways back. **"Haha! Who else wants some of this? How about you…Echidna?"** She horrifyingly turns to Knuckles who has just finished charging up his Maximum Heat Knuckles Attack. The guardian echidna smacks his fist together, and in a flash, plows through the Egg Boss's mech suit with a single blow, destroying it leaving the small chinchilla completely defenseless. "HEY! How could you?! Lord Eggman gave that to me as a present!" She shouted angrily at the red guardian.

"Ah, shut it, little football." Knuckles kicks the grouchy animal away sides, just as Tails disabled the factory.

 **BGM End**

* * *

 **Heading back to Arachnotopia Zone**

After assaulting through the crazy spider amusement park, Team Mobian Avengers find themselves walking inside a gigantic circular sphere inside the park.

"So where in Green Hill are we in now, fellas?" Bunnie asked her friends, but just as they fully walked inside the dome, the door behind them shuts close.

"I think it's a trap." Spidey pointed out the obvious.

"Nooo." Weiss said sarcastically.

Seconds later, mysterious purple fog infest the entire dome, causing everyone but Spidey to cough heavily, since the webhead's new suit protects him from lethal gases. "…What is this stuff…" Amy asked through each cough.

"My power…I'm feeling weaker…" Sonic weakly said, kneeling on one knee.

Peter quickly uses his suit's HUD to scan the mysterious gas to figure out what's weakening them. "Oh no, I know what this is. This is Ethyl Chloride. Usually it's not so bad unless you're a spider, and if I'm correct, we all have spider powers."

 **BGM-Sonic Adventure 2 OST- E.G.G.M.A.N.**

" **And that's what makes it the perfect trap to capture interloping bugs!"**

The heroes look to the center of the circular room, where they spot Dr. Eggman rising up to the room, piloting a spider-themed mech in Eggman's colors. "We meet again, mustached monkey! I'm surprised you can fit in that thing." Spidey said, seeing the Egg Mobile located on the spider head.

" **Hmph. If it isn't the Amazing Spider-Man. So nice to see you again, working together with my favorite rodent."** The man with the master plan greeted his nemeses.

"Favorite…So does that mean we're friends now, Doc…I'm touched…" Sonic quipped between heavy coughs.

" **Any minute now this gas will kill you from the inside out. I must thank you, Spider-Man. Your DNA was the key in creating the perfect army, that me and Otto will soon command. And with the Spider-Virus, combined with the limitless energy of the Espeon Stone, my Egg Arachnid is MORE than enough to destroy you and retrieve your Chaos Stone."** Eggman rambled, threatening the heroes with his menacing looking pincers.

"Espeon Stone…Is that another one of those Exo Stones?" Weiss asked between coughs.

" **Yes, child. The Espeon Stone possess VAST psionic abilities among other things. When I first was told of its power, I practically jumped for joy."** Eggman said.

"Who told you of this power?" Spider-Man asked, wondering how Eggman and Ock got wrapped up in this mess.

" **Muhahaha, wouldn't you like to know? Now then, time for you kids to enjoy one last ride in my amusement park: The Spider of Death!"** Eggman said with a menacing, chilly voice tone.

 **BGM End**

 **BGM-Sonic Unleashed OST-Boss Battle (Day)**

Eggman pilots his Egg Arachnid to pounce at the heroes with incredible speeds, but they quickly gathered the strength to leap away before the doctor could grab them. **"Ahaha, you unsuspecting little Avengers! You cannot hope to beat me, let alone the Masters of Evil in your worthless state!"** He taunted the heroes, firing web missiles from his back that barely touch them.

"Guys, I'll distract Egghead! Find a way to break us out of here!" Spider-Man instructed to his friends, dealing with Eggman's mech by himself. "C'mon, Eggy! We're both arachnids. Can we talk this out?" He quipped, firing web pellets that barely damage the humongous spider bot. He leaps forward, dodging the fiery web bullets that Eggman's launching so he could come in close-quarters combat with the robot, but finds himself surprised that the mech easily dodged all of its attacks before attaching himself to circular walls.

' _Eggman wasn't kidding. It may look heavy, but it's as light as a feather. I have to find a way to keep it still.'_ Spidey mentally told himself, leaping to the walls to directly come face-to-face with the Egg Arachnid. "Getting tired yet? Want to take a five-minute break?" Spidey taunted the doctor.

" **Ohoho. It'll be a long while until this mech gets tired."** Eggman grinningly replied, smacking Peter with one of his spider legs. The Spectacular Wall-Crawler sprints back at hyper-sensical speed to deliver a blinding right hook, but the robot's built-in spider sense easily allows it to dodge and counter his attack at the right moment. **"This Spider-Sense is such a thrill. Don't you agree, Web-Crawler?"** Egghead taunted the weakened webhead.

"Yeah, when it works for me." Spidey mumbled, then noticing the part of the spherical wall he's lying on is about to spark electricity that would've fried him into nothing if he didn't move out of the way in time. "Electric walls? I can't imagine the electricity bill." The webhead quipped, leaping out of an aerial web strike from Eggman, but then almost finds himself zapped again by the electric walls. _'Ugh. These electric walls. Such a pain in the-WAIT! I might be able to use it to my advantage.'_ He thought.

Spider-Man aerial back flips to another part of the wall that's about to be electrocuted, but this is all part of his plan when he notices Eggman crawling on the ceiling for another blinding web strike. "Hey, Egg-Face! Show me what a spider can really do!" He taunted the malicious doctor.

" **Why not? This way I can show you who's the** _ **Superior**_ **Spider-Man."** Eggman fell for Spidey's trap, launching himself to the panel that's about to be electrocuted, leaving him temporarily vulnerable. **"No, the controls! What have you done?"**

"Aren't you supposed to be the _Superior_ Spider-Man? Figure it out yourself, genius." Spider-Man delivers a hefty barrage of attacks to the head of the spider mech, ending the combo with two giant-sized web mallets before Eggman regains control.

" **Now you've done it, Spider-Man! Prepared to be skewered!"** Eggman activates all the electric panels of the walls, that way Spider-Man has no places to move except on the ground where his friends are trying to break free of the sphere before the gas kills them.

"How's it coming with that exit plan?!" Spidey asked his friends while dodging Eggman's leg swipes.

"Workin' on it, Sugah-Man!" Bunnie replied, teaming up with Amy to bust through the door they came in to no avail.

"Darn it…It won't budge!" Amy said with a cough.

"Well, what can we do?!" Ice Queen Weiss asked in a hurry, already feeling really weak.

"I might have an idea! Weiss, use your fire glyph on me while in Maiden Style!" Sonic said to the hero heiress as he pops out a Red Star Ring.

"Okay…Hope you know what you're doing." Weiss said, activating Maiden Style.

"Not really."

The Ice Queen launches a fire glyph underneath Sonic's feet, and as the hedgehog holds tightly onto his red ring, he begins to absorb both it and the glyph's energy, and in a burst of flames he amazingly transforms into a new form with red fur and spiky hair, with his eyes becoming yellow and his sneakers becoming white with dark yellow stripes.

"Whoa-ho-HO!" Weiss and the others are amazed at Sonic's new blazing transformation, never expecting her glyphs could do that to him.

"HA! Say hello to Fire Sonic, making his explosive entrance! Observe!" Fire Sonic surrounds himself in a fiery dome before unleashing his energy across the sealed dome. His explosion was so powerful it completely obliterated the dome, allowing them to have a nice breath of fresh air, freeing them from Eggman's trap. "TA-DA! How'd you like that, Egg-for-breath?" Sonic taunted his nemesis.

" **No! Look what you've done! You'll pay for this, Sonic!"** Eggman growled, hopping to the nearby spider-themed ferris wheel, giving him the vantage point to properly shoot at the heroes with his powerful web shots.

"Now it's time for us to get in on the fun!" Bunnie smiled, flying up to the sky, shooting energy blast from her robotized arm. Amy and Sonic join in as well, with the former walking on Weiss glyph platforms, while the latter flies up by shooting fire out of his shoes. By combining their attacks, the heroes knocked Eggman off the ferris wheel right in the middle of the spider-coaster, giving Spider-Man a great idea.

"Hey, guys, come here!" Spidey gestures his friends to follow him to the main controls of the roller coasters. After pressing a few buttons on the panel, the ride begins to move on its own, prompting the teenagers to hop on for the ride of the lifetime. "Weiss, would you please?"

"With pleasure." Weiss gently smiled, summoning a glyph behind their spider-ride that causes them to go so fast through loopty-loops, colliding with Eggman on the way while they're having fun. Then a second later, they see a wide turn that they can't properly traverse because they're moving too fast.

"Break! BREAK!" Sonic shouted in a hurry.

"Too late! We're gonna-!" The kids and Eggman scream for their lives as they fly out of the roller coaster and would've fallen into a pool of poisonous fire if a giant web net didn't block their doom.

"Ah! What ride is this: The Web of Deadly Odors?" Spidey joked.

" **I prefer to call it the Web Tomb. Your tomb, I mean!"** Eggman laughs, firing a laser from his mech suit, prompting the heroes to disperse from the blast.

"Spiders do not shoot lasers, doc!" Spidey quipped.

" **This one certainly does!"** Eggman retorted with another laser blast, which begins to weaken the web they're all standing on.

"We have to finish him now before the web collapses on itself!" Amy said.

"Spidey, you ready?" Fire Sonic asked, powering up his flaming energy to the max.

"You bet! The rest of you, hold him off!" Spidey commanded, jumping straight to the air with Sonic.

Eggman has no idea what there are planning, but he has no plans to let them continue. He's about to fire a powerful energy blast to knock them out of the air but is forced to kneel when reinforced Crimson Band of Cyttorak binds him thanks to the Ice Queen and her magic, combining this spell with her webbing. This gives Amy and Bunnie enough time to destroy his robot's legs so that way he has no chance to dodge what's coming to him.

" **Wait! What are you kids doing?!"** He said.

He nervously looks up to see Sonic curling himself in a flaming ball, allowing himself to be wrapped up in Spider-Man's webbing that burst into a gigantic Fire Web Hammer for the webhead to deviously handle. **"Nooo! Don't you dare! Don't you even dare!"**

Spidey deviously chuckle like he's a menacing villain. "Watch out! We're coming in hot and spiiiiicy!" He hops off a glyph Weiss made for him, launching straight to Eggman with the humongous flame hammer, monstrously slamming him and the web straight down to the poisonous fires in a fiery explosion, just as the heroes leap away to safety.

 **BGM End**

"Woohoo! That was a blast. Thanks for having us over, Eggman." Sonic taunted, now back in his normal form.

The heroes see Eggman in his Egg Mobile flying above the poisonous pits, coughing loudly after narrowly surviving his own explosion. "You rotten cretins! You'll regret this, mark my words!" The defeated doctor angrily rubs his head in defeat.

"I hope you live up to that, in about a million years." Spidey and Sonic chuckled, much to Eggman's displeasure.

"You've lost, Eggman. Now tell us, who else is in the Masters of Evil?" Weiss demanded from the mad doctor.

"Better spill, or I'll force you to…" Before Amy could finish her threat, she suddenly feels extremely weak, forcing her to kneel on her legs.

"Amy, what's wrong?" Sonic asked his pink friend.

"I…don't…know…the pain…"

"Ohohoho! It looks like she too is about to change." Eggman grinned happily, ignoring his devastating defeat a minute ago.

"Change? What're you talking about?" Spidey questioned him.

' _Parker!'_ Ero warned him inside his head.

"Wha-?!" The heroes all turn to see Amy slowly mutating into a different form, gaining extra eyes and fangs that's making them wince, until she completely transforms into a six-foot, mindless spider monster with no regards for her friends' safety.

"Amy!" Weiss shouted.

"Oh my god!" Spidey said, leaping out of the way from one of the mutated Amy's leg strikes. "What the hell?! What's goin' on here?!" The Avenging Webhead then gets a call from the other teams. "Guys?!"

' _Spider-Man, it's terrible!'_

"Yang?! Is that you?! What's wrong?!"

' _I don't know how to say this, but Sally and Antoine have transformed into… giant spider-monsters, among some of the spider goons!'_

' _Same thing happening with Big and the other infected criminals!'_ Ruby joined the chat, sounding terrified just as the rest.

Sonic quickly steps aside from another of Amy's mutated attack, angrily turning towards the man responsible for her mutation. "EGGMAAAAN! What have you done to our friends?!"

Eggman gleefully laughs to see Sonic so angry at him, which is very rare to happen. "You fools thought gaining spider-powers was a gift from the heavens. How wrong you are. This is part of our master plan. Sooner or later, the infected of our worlds will become our personal slaves, allowing us to easily control their actions, creating an unstoppable spider-army capable of overtaking continents. And it's all thanks to the wonderful power of the Espeon Stone."

Spidey and friends are having trouble subduing their mutated friend because they don't want to hurt her, but knowing they have no other choice, they summoned enough strength to knock her out cold, webbing her up inside a cocoon. The heroes are devastated but mostly angry they were forced to knock out one of their own, turning their fury straight back at Eggman.

 **BGM-Sonic Heroes OST-Disquieting Shadow**

"Eggman! You and Ock have gone TOO far this time!" Spidey shouted in a fit of rage.

"You make it sound like we're the only members of the Masters of Evil. There's still some of us that have a bone to pick with you." Eggman calmly stretches his mustache, turning his Egg Mobile to the horizon. "Adieu. Until we meet again, my soon-to-be slaves. I have an announcement to make to all of our worlds. By the end of the day, we, the Masters of Evil, will soon be the Masters of the World." Eggman manically laughs as he flies off the island, leaving the heroes with the mutated Amy Rose.

"…Spidey, what should we do?" Weiss sincerely asked the leader of the D-Avengers.

Peter silently clenches tightly to his fists before slowly turning back to his team with a serious demeanor surrounding him. "Let's take Amy and the others back to Mobotroplis. We'll call in GUN to secure this island."

"But…isn't Mobotroplis…" Bunnie begins speaking silently.

"Yeah, I can feel it this time…" Spidey's eyes glow red-and-blue, tapping into his inner power. "It's happening everywhere. Both here and New York. Let's move, and hope to god Mobotroplis hasn't been completely spiderifed." He said, lifting up Spider-Amy and heading back to the Sky Patrol with the others, now all knowing the situation has escalated to heights they never dreamed would be possible.

 **BGM End**

* * *

 **BGM-Dragon Ball Super OST-Limit-Break x Survivor (Preview)**

 **Sonic: I'm Sonic. Sonic the Hedgehog. Everyone we know is starting to transform into giant spiders, and the cure isn't finished. What? Ozpin's gone missing too? Could this mean Salem's behind all this?**

 **Grimadoom: I don't know. Don't ask me.**

 **Sonic: Grimadoom? What have you done? Where's Ozpin?**

 **Grimadoom: Hmhmhm. He's dead, and soon you will be too.**

 **Shadow: Hmph. We'll see about that, faker. Bring it on!**

 **Next time on D-Avengers: Spider-Island DX:**

 _ **The Superior Hedgehog**_

 **Grimadoom: I won't hold back this time. Prepare to face my true power!**

* * *

 **KFX Here: Semester done means more time to complete this story. We're approaching the last third of this story where the gang heads off to Remnant. Explosive battles that will shake an entire kingdom is coming, folks. Prepare to be amazed.**


	15. Issue 12: The Superior Hedgehog

_Issue 12: The Superior Hedgehog_

 **That Evening, around 6 PM**

 **BGM-Sonic Adventure 2 OST-Conquest**

The radioactive Spider-Virus that's giving certain cities on both Earth and Mobius have just reached its final stage: mutating the infected into giant spider-monsters, all under the control of the Masters of Evil. Speaking of that villainous organization, they've hacked all communication devices on each world so they could give out their special announcement, an announcement of despair.

The maniacal geniuses, Dr. Octopus and Dr. Eggman, appear on screen in front of their respective logos, surrounded by many words that describe their egotiscal personalities, with the likes of Tarantula and the Spider-King standing beside them.

The two doctors cackle, gaining the frightening attention of everyone in the world as Doc Ock begins to speak. _'Citizens of the world, lend us your ears and listen very closely! My name is Dr. Otto Octavius, and this is my proud associate, Dr. Eggman! We are geniuses, joining forces for a greater cause: To become the supreme masters of the whole world, for the first time in human history!'_ Doc Ock grinned before passing the speech to Eggman.

' _In case you haven't noticed, some of your cities have been elected to take part in our glorious experiment! To see if you're worthy in joining the Masters of Evil's superlative empire! If you have any objections whatsoever, there is always the small alternative: Surrender control of your nations to us, otherwise, at the stroke of midnight, we will transform the ENTIRE world into our own spider utopia! Hahaha!'_

' _The government has less than six hours!'_ continued Octavius, _'SIX hours to accept our demands, or your world, and its people…will cease to be the same!'_ The malevolent scientists let out a long, chilling laugh that shook the spines of every citizen that listened to their announcement, before more of them transform into mutated spider people, and the timer on the screen starts counting down to the end of the world.

 **BGM End**

* * *

 **Mobotroplis, Castle Acorn**

After listening to that ominous broadcast to each of their worlds, the D-Avengers and the remaining Freedom Fighters settle down in Castle Acorn while the city's guards and GUN soldiers keep the monstrous civilians inside city limits so they won't escape.

"Boy. They really mean business this time, huh?" Yang said inside the main chamber with everyone else.

"Those creeps don't seem to know when to give up." Sonic said, looking a little annoyed.

"Every city that's been infected by the Spider-Virus will soon reach full infestation if we don't do something soon." Uncle Chuck said.

"How long 'til we transform too?" Bunnie asked the genius hedgehog, but it was a holographic Nicole who decided to answer for her.

"It's hard to say. Hours. Days. I can't figure out a solution to suppress the mutation." The holo-lynx sadly informed her friends.

Nearby, Weiss is comforting a crying Cream and Cheese after watching some of her friends, and just recently her own mother Vanilla, transform into spider-monsters. "It's okay, Cream. Don't cry." The ice heiress said with a sincere tone of voice, to ease the sad rabbit's state of sadness.

"Oh, my dear Sally…" King Acorn looks in despair, depressingly watching his own mutated daughter and the other infected Freedom Fighters outside of an old animal capsule that Eggman used to use in the old days, reinforced to keep them locked up until a cure can be found.

"I'm sorry, your majesty. It's my fault any of this is even happening. I promise, I will set things right, no matter what the cost." Spider-Man apologized to the king, feeling deeply responsible for this epidemic.

The King turns around to face the depressed Web-Slinger, patting the avenger on his shoulder. "It's alright, Spider-Man. You don't have to beat yourself up for this. If there's anyone to blame, it's those Master of Evil. They have to be stopped immediately."

"Hmm. Right." Spidey nodded, confidence restored to full health. He projects a huge holographic screen from his Webware so he could get in direct contact with Reed Richards of Earth about the current state of the cure. "Reeeed, I hope you have good news, 'cause things just went from bad to _worse_ in all sense of the word."

' _I am very aware of the current situation. The people of Manhattan are also starting to mutate. The Avengers are trying their best to keep them within the psychic barrier, but I don't know how long that'll last. We are just one hour away from full citywide contamination.'_ Reed said to the heroes.

"How's the process on the cure? Any breakthroughs?" Tails asked the smartest man on Earth.

Mr. Fantastic sadly sighs, giving off an indication of his current progress. "I don't like that sigh." Knuckles said.

' _I'm sorry, but it isn't often I'm outmaneuvered by a man-made compound.'_ Reed told them.

"You mean; you can't find a cure?" Rotor asked, looking extremely worried.

"You gotta be kidding me? Not even _Mr. Fantastic_ can find a cure to the Spider-Flu?" Spidey asked.

' _I never said I couldn't find a cure.'_ Reed said.

"That's kinda what you said." Sonic intervened.

' _I'm saying I need one more component to fully synthesize the chemical reaction, but I've run out of alternatives.'_ Reed clarified.

"So, whaddya need?" Ruby asked Mr. Fantastic.

' _A symbiote.'_ Reed simply answered, mildly stunning everyone who heard him correctly

"I'm sorry, did you say 'symbiote', as in 'symbiote that almost took over our planets a while back'?" Spidey questioned the Mr. Stretchman.

' _Same one.'_

"Whyyyyy…"

' _While scanning your DNA, I found small residuals of the G-Symbiote still lingering deep within your bloodstream. Research shows that the symbiote possess fantastic antibodies that could complete the cure, but I need a healthy symbiote to do the job.'_ Mr. Fantastic explained to the heroes about the symbiotes' impressive antibodies.

"Uh, Doc, I don't think you were here when the symbiotes were invading our worlds, but we _kinda_ blew up their homeworld, well Ruby did anyways." Sonic shrugged.

"And it was so AWESOME…Sorry." Ruby embarrassedly intruded.

"And I don't think we have enough time to find any survivors roaming the galaxy." Blake added.

' _If that's the case, how about snatching me a Symbiote ISO-8 crystal?'_ Reed suggested.

"There's a Symbiote ISO-8 crystal?" Weiss questioned.

' _I'm positive the recent symbiote invasion must have mutated some hidden ISO-8 crystals on each world to possess dormant symbiote DNA. If you can retrieve at least one, I can produce a cure that's more than enough to clean up the infected of our worlds.'_ explained Mr. Fantastic.

"That's great! Where can we find some?" Spidey said, feeling incredibly hopeful.

' _I'm receiving faint energy signatures somewhere on Remnant. It'll be up to you to accomplish the rest.'_

"Remnant? That's perfect!" Weiss smiled.

' _Unfortunately…'_

"And here we go." Yang sighed.

"Don't tell me…?" Spidey starts talking, already suspecting what Reed is about to inform them.

' _Remnant has too been hit with the Spider-Virus. The worst one yet.'_ He said, grabbing a surprised gasp from Team RWBY.

"Ohh, I knew I sensed something was wrong there. Why did ya have to tell us, Reed?" Spidey joked.

' _SHIELD and the Atlesian Military have already quarantined each major city with the Spider-Jammers. I recommend you head over there right this instant.'_ Reed advised. _'In the meantime, Sir Charles, if you have time, I'll need your assistance in building a machine that'll disperse the cure once they've found the crystal.'_ Dr. Richards asked for the Uncle Chuck.

"On it, Dr. Richards. I'll do anything to help." Chuck nodded.

"We'll stay here to protect the city 'til you're done." Rotor said to the Avengers while standing beside Bunnie, Nicole and Cream.

"Thanks. We'll finish this as fast as we can. Count on it." Spidey said.

"Hey, Nicole, dontcha want to tag along with them? You said you've always wanted to travel to an alternate dimension." Bunnie asked the living computer A.I, shocking the holo-lynx.

"Wha-? But I'm needed here." Nicole protested to the robotized bunny.

"Hehe. Don't worry, Nikky. Your new upgrades should allow to transmit from other dimensions. And if that doesn't work, JARVIS could keep this world company for a while. C'mon, it'll be fun." Spidey told the holographic mobian animal.

Nicole smiled, "Okay." She transmits her data straight into Peter's Webware. _'Let's get goin', Spider-Man.'_ She saluted to the webster.

"Welcome aboard. One holographic ticket for entry, please?" Spidey requested.

"Spider-Man!" shouted Weiss from behind to hurry him up.

"Alright! Fine! You're no fun, y'know that."

* * *

 **Remnant, Above the skies of Vale**

 **BGM-Dragon Ball Super OST-Zero Mortal Plan**

Through a wormhole, the Web Cyclone flies above the night sky over Team RWBY's home dimension. They make their way towards Beacon Academy located in the kingdom of Vale. During the trip, the D-Avengers horrifically notice that the city of Vale has been hit with the Spider-Virus. The entire city is in disarray with about half of the population mutated into spider-monsters, producing their webbing all across the map. The available Huntsmen and Atlesian Military are doing their best in keep the city contained, but for how long?

"Vale…Oh my god…" Ruby is in complete disbelief, looking out the window of the quinjet to see the devastating state Vale finds itself in.

"This place seen better days." Knuckles joked, trying to lessen the depressive mood.

"No kidding. You'd think it would be the Vytal Festival driven to the drunken max." Spidey joked, turning to Nicole for answers. "Nicole, what other cities have been infected with eight hairy legs and bad odor?"

' _The cities of Vale, Mistral, Vacuo, Atlas, even Menagerie. All of them are reporting people mutating into spider-monsters. All Huntsmen academies are being used as a safe zone.'_ Nicole answered the webhead.

"God, this is the worse one yet. How did it get this bad in such a short amount of time?" Spidey wonders.

Yang is seen on her Scroll to check on her and Ruby's dad, then a few seconds later depressingly hangs up. "I couldn't get through to dad?" She gloomily said.

"Mine either." Weiss followed, sadden that she couldn't get in contact with her father or brother.

"Same…" Blake spoke next, failed to contact her parents. "You don't think…?"

"Hey. Cheer up, girls. This isn't the time to be all moody. That's Peter's job." Sonic said with a smile to cheer them up.

"Yeah…Huh. HEY!" Peter shouted, causing the rest of his team to chuckle, simultaneously cheering up Team RWBY.

"Once we find that ISO-8 crystal, everything should turn out alright, including our friends and family. So this is no time to be sad, alright?" Sonic comforted them.

Ruby smiled, "Yeah." She said, with Sonic giving her his thumbs up of approval.

 **BGM End**

After another minute of flying through the air, the heroes arrived at the safe zone that is Beacon Academy. On the ground, top members of Team CFVY, Coco Adel and Velvet Scarlatina were walking in uninfected civilians into the campus until they spotted the Web Cyclone landing at the docks. After it landed, they see the D-Avengers walking out of the jet.

"It's Spider-Man and Team RWBY!" Velvet pointed to the amazing heroes.

The faunus and her team leader runs up to greet the Avengers, catching their attention by calling out their names. "Velvet! Coco!" Blake happily said.

"So glad you all are here. Everything's been crazy these past few days. First we were all having fun with these sudden spider-powers, now everyone is transforming into monsters." Velvet gave the heroes a quick synopsis of what's been going on in Vale.

"All during summer vacation. You couldn't ask for worst timing." Coco sighed.

Peter timidly chuckled, "That's all part of the spider handbook: Having the worse of luck during the most inappropriate times."

"Did you guys also watch Dr. Eggman and Dr. Octopus broadcast?" Tails asked the members of Team CFVY.

"That was their names? Huh. How appropriate." Coco quipped.

"So how are ya'll handling this arachnidtack?" Spidey asked as both teams walk forward to the school, passing by Huntsmen tending to the wounded.

"All available Huntsmen and students in the kingdom have been called to secure the perimeter of the city. Keep the monsters at bay. Protect the uninfected from those beasts. Thankfully, we don't have to deal with any Grimm. Those Anti-Spider Towers around the city are somehow preventing them from infiltrating the city. Otherwise the massive amounts of negativity would've drawn them in immediately." Coco informed them.

"Hehe. Spider-Sense, you're awesome." Spidey said.

"Where's Team JNPR? Are they helping out too?" Ruby sincerely asked her.

"They were, until…" Velvet silently looks down at the floor, implying to the others that Team JNPR have too been mutated into spider-monsters.

" _They_ decided to go to a barber?" Spidey joked to keep the tension to a minimum.

"Y-Yeah…" Velvet somberly said, saddening the girls of Team RWBY.

"Eh. Don't worry. That's why we're here: To help shave all eight hairy legs." Sonic joked with a kind smile.

Velvet chuckled, "Thank you." She said with brighten spirits.

"So where's Old Man Ozpin these days? Sipping from his hot coco up at his office?" Spidey asked about his old headmaster.

"That's the thing. We have no idea where he's been." Coco replied to the webhead.

The Avengers a little shocked to hear that Ozpin hasn't been heard for a long while in Remnant. "What? He's gone? What about Professor Goodwitch?" Weiss asked, surprised.

"She should be in Ozpin's office." Velvet pointed to the tall tower located in the campus.

"Got it. We'll see ya later." Spidey thanked the two.

* * *

 **Inside Ozpin's Office Room**

Professor Glynda Goodwitch, teacher of Beacon Academy and Ozpin's trusty associate, is seen alone on her Scroll to talk with other Huntsmen on how to contain this disaster that's hitting her city. While she was in the middle of a heated argument with somebody, she hangs up after noticing Spider-Man and his team of misfits walking out of the elevator.

"Spider-Man! Oh thank the gods you're here!" The combat professor smiled and is deeply relieved to see her favorite students back to help with this mess.

"Sup, Auntie Glyndy." Peter waved at his old professor.

"Hey, old lady. How's it been?" Sonic greeted her.

Glynda grunted, "Your manners are as bad as ever, you two." She berated the chuckling jokesters. "But I am glad you're all here. As you can see, I kind of have my hands full dealing with a mess I'm sure you children are somehow in the middle of."

"No kidding. What happened to Professor Ozpin?" Yang asked, getting straight to the point about their missing headmaster.

"I don't know. He's been gone the moment everyone in the world started receiving spider-powers." Glynda answered.

"Where was he last before his sudden disappearance?" Ruby questioned the moody professor.

"At an annual meeting over at Mistral with the world council, along with the other Headmasters. Apparently, during the meeting, they were attacked by an unknown enemy, decimating the entire council." Glynda informed the heroes, shockingly them to the core that the council have been targeted and killed.

"What?! The entire council?! Dead?! What about the other Headmasters?!" Spidey asked in such a hurry, wanting to know if the other headmasters are okay.

"All of them are currently hospitalized. Badly injured, but they'll live. Just wished we knew what happened to Ozpin." Professor Goodwitch sadly shakes her head, deeply wanting to know the current whereabouts of Beacon's Headmaster, especially during this spider-crisis.

"Do you have any video footage of who attacked the council?" Spidey asked.

Glynda silently nodded as she turns to her Scroll and projects a hologram depicting small video footage of the nightmarish meeting between each kingdom's council members along with their respective headmasters, including Ozpin. The video begins to short-out in certain parts of the meeting. One minute everyone was having a nice, friendly chat, the next minute the entire chamber is caught in flames. Councilmen and women running for their lives from a giant spider monster that looks all too familiar to Spider-Man and Blake.

"Wait a minute! Isn't that the same man-spider that almost killed us in those caves?" Spider-Man questioned.

"Tarantula…" Blake said, narrowing her eyes at the monster brutally stabbing through the hearts of every single councilman.

"He's killing them!" Ruby gasped.

"What a massacre." Knuckles said, a little disturbed.

The video shorts out again to the end of the footage with all the entire council dead and the Headmasters knocked out unconscious, all except for Ozpin, close to death, barely holding his own against the brutal power of Tarantula, with Miles Warren, the Jackal, revealing himself to be the one recording the footage, showing off his grinning smile to anyone that might be watching this before he turns it off.

"The Jackal!" Peter growled in anger to see his old biology teacher.

"Who?" Glynda asked with a confused look.

"Miles Warren. My old Bio professor before he went totally nuts with cloning." Peter revealed to his old combat professor.

"What sort of agenda does he have with Ozpin?" Glynda asked.

"Maybe he wants his job as Headmaster? Establish 'Clone Academy' so that the number one rule is to always clone yourself before class?" Spidey joked.

"Parker, this is serious!" Glynda shouted in anger.

"I don't know! The guy is working with other wacko backos to take over the world!" retorted Peter.

"Given from what we saw, it's likely to assume that the Jackal kidnapped Ozpin." Tails said to get everyone back on topic.

"What sort of grudge does the Masters of Evil have with a thousand-year-old plus old man like Ozpin?" wondered Sonic, putting his hand underneath his muzzle to think.

"You don't think…Salem could be behind all this?" Ruby asked, greatly shocking everyone with eerie response.

"Salem?!" said a shocked Glynda.

"You don't suggest that nasty oldbag is the leader of the Masters of Evil?! Last I check, she's locked up in the Negative Zone, never to break free ever again!" Yang asked her little half-sister.

"Well maybe she broke out. It makes sense, right? She's the only one who has a massive hate rod towards Ozpin. And remember, for a while, she WAS spying on our worlds. Maybe she got in contact with Eggman and Doc Ock to break her out." Ruby explained.

"That does make sense. If I recall, she once had her own inner circle until Goblin forced them to quit." Spidey agreed with Ruby's explanation.

"And that big buffalo guy from before did mention of a person that should be feared, and Salem is somewhat scary enough to fit the bill." Yang also agreed with her little sis.

" _Impossible. I REUFSE to believe that."_ Out of nowhere, Ero in his spirit form greets his allies on the discussion revolving around Salem.

"The Other?" Glynda is mildly surprised to see the Great Spider-Totem in so long, this time in his true humanoid spirit form.

"Ero, whaddya talking about, dude?" Sonic asked the divine spider monster.

" _All of you brought up good points, but I SEVERELY doubt that petulant child is the one behind this catastrophe, especially after the thrashing me and Parker did to her. It would take months. CENTURIES for her to be of any use to anybody."_ Ero said.

"Maybe she got better with the Espeon Stone the docs have." Ruby suggested.

" _Possibly, but I still don't believe SHE'S the one leading the Masters of Evil."_ Ero argued.

"How come?" Blake asked the Great Spider.

" _Despite what you've heard of her, that child is not as smart or as knowledgeable as she claims to be, especially when dealing with cosmic forces beyond her total comprehension. These 'Exo Stones' are a mystery that surpasses knowledge. A fool like her has no idea where to begin searching for such irregular power.'_ Ero explained on his personal opinions about Salem's character.

"What are these Exo Stone you all seem so knowledgeable about?" Glynda asked, prompting Sonic to take out the Chaos Stone from his quills to show the middle-aged professor. "That's an Exo Stone…?" She said in awe of its immense beauty and cosmic energy.

"We call it the Chaos Stone. It's filled to the brim with chaos energy, along with the Relics' power as well the Maidens. And judging from my experience with it, I say it's more powerful than both the Chaos and ISO Emeralds." Sonic stated.

" _I might even go a step farther to say it rivals the Infinity Stones' power."_ Ero gave out his opinion about the Exo Stones' incredible potential.

"And since Salem and the other Masters of Evil have the Espeon Stone, there's no telling what else they could do beside controlling a planet-wide spider army." Tails said.

"My god…" uttered Glynda.

"Hear that, Ero, she's talking about you." Peter joked with his other.

" _Shut up. This isn't the time to joke. A spider army this massive is enough to decimate a galaxy-worth of worlds. It's like having an army filled with millions of corrupted Maidens possessing little weaknesses. Not even a child like Salem can pull this off without making a tremendous mistake. No. There's a greater force at work here. The true leader of the Masters of Evil working behind their pawns. Well-versed in the knowledge of the Exo Stones. If only the Web wasn't so cluttered, this mystery would've been solved ages ago."_ Ero shakes his head for that last sentence.

"Eh. It would've made things far too easy for my liking." Sonic smirked. "For now, let's focus on why we're here."

"That's right. We need to find a Symbiote ISO-8 crystal to complete the cure. Weiss, do you know any good places to mine for the ISO-8?" Spidey asked the heiress to the greatest mining company of her world.

"There should be an abandoned industrial dig over at Atlas that might have what we're looking for." answered the Ice Queen.

"Nice. A few of us will there immediately. The rest of you are gonna investigate where Ozpin is taking his vacation. If Salem really is part of the Masters of Evil, he's our best shot in locating her current hideout and take her out for good." Spidey instructed to his teammates.

"Qrow and the other Secret Avengers were out earlier investigating his whereabouts. They should still be at the Mistral Council Tower looking for clues." Glynda informed the heroes.

"Okay. Let's get going!" Sonic smiled.

* * *

 **Over at a Mistral Prison**

 **BGM-Ultimate Spider-Man Game OST-Final Cinematic**

Sitting alonein a disgusting old prison cell that Wolverine would have a hard time sleeping in, former Headmaster of Haven Academy, Leonardo Lionheart is having trouble sleeping on his extremely uncomfortable bed. The stressed-out professor has been rotting in jail for months ever since he was caught in alignment with Salem unlike some alternate timeline, acting as the Dark Witch's informant and would've had a hand in the destruction of Beacon if the Green Goblin didn't had plans in recreating the multiverse in his image during the Goblin War.

For so long, no one has come to visit this pathetic excuse of a headmaster. Betraying his own kingdom, his own friends and students simply because he was afraid of an old hag. Luckily, for the first time in months, someone has come to visit him, wearing a dark blue hooded cloak that invokes a mysterious, vagrant appearance.

From his bed, Lionheart is spooked out of his mind when he hears a faint chuckle from outside his cell. "U-Ugh…Who's there?" He nervously turns to the mystery person outside.

"Hmhmhm. So, you're our last target for tonight, I take it?" This male-sounding figure wearing the cloak asked the former Headmaster.

"W-Who are you…?" Lionheart continues to act nervous against this three-foot calm individual.

The figure takes off his hood, revealing himself to be Grimadoom the Hedgehog, giving off a frightening presence that reminds Lionheart all too well of Salem. "Hell-lo. Is your name Lionbutt?" Grim joked.

"It's L-L-L-Lionheart…"

"Oh. Is that your name? Sorry. You look more like a Lionbutt to me." Grimadoom scratched his head.

"W-What do you want from me?"

"I'm acting as an escort for two old windbags who I believe make the _perfect_ couple." And walking up from the shadows beside Grimadoom is the growling Spider-King on one side and a floating Seer Grimm on the other.

' _Leonardo…I have been looking forward to this.'_ An image of creepily grinning Salem with her gorgeous new look pops up from the Seer Grimm, acting as a communication device between areas.

"S-S-Salem…Y-You look marvelous, my queen. Simply breath-taking." Lionheart bowed down to his master, hoping to whatever god that's listening to him would save him from certain death.

"Her new look isn't much of an upgrade, I would say. Trust me. She's still very ugly looking on the inside." Grimadoom mocked his "mother".

' _I'll take that as a compliment, Grimadoom.'_ said an irritated Salem.

"Thanks. I mean that." The hedgehog continued to get on the Grimm Master's nerves with his teasing.

"I-If I may speak, why are you here?" Lionheart asked, receiving his dreadful answer when Spider-King effortlessly rips apart the barrier between them.

' _We were on a little errand visiting all my past followers. Sit down. Have a nice, quiet talk about 'how much' they mean to me, then simply moved on to the next, and as fate would have it, you're our last stop before we head home.'_ teased a malicious Salem, terrifying Lionheart with the knowledge of her true intentions here in this prison. _'You remember our old friend with me, do you? He's been DYING to see you again since your last conversation.'_ She points to the mutated Spider-King.

The spider-beast growled, eyeing all his spider-eyes straight at the defenseless professor. _**"Iiit's been a whillle…Lionheart…"**_

After a few seconds for his brain to process who this monster is, it suddenly hit Lionheart that he somehow recognizes the true identity of this beast. "M-My god…It can't be…Is that…I can't…believe-." As he continues to tremble in fear, the Spider-King webs him up to the brick wall behind him as he walks closer.

" _ **You know what I can't belieeeve…I can't belieeeve that after betrayiiing my trust…after disregarding my life's work…after almost risking the safety of this worllld because you were scaarred and useless…afteeer all that, all you got was a decade spending your rotten life in this museum prison…"**_

"You can't do anything to me in here! The guards-!"

" _ **They. Aren't. Nearly. Well. Armed. Enough."**_ Spider-King slowly burst out his monstrous spider-legs and without hesitation, murders Lionheart, striking him through the heart and all vital organs multiple times, causing a bloody mess. And if that wasn't scary enough, the spider-beast begins to feed on his innards. The juicy bones of his former ally.

' _Oh, this is so satisfying. It almost brings a tear to my eye.'_ Salem playfully said, watching her prized pet feeding on her former informant.

Grimadoom raised his non-existent eyebrow to the immortal witch. "You are one, sick old lady. I would've done something much worse." But then, for a brief moment, the dark hedgehog senses something amiss. "Hmm?"

' _Is something the matter?'_ Salem asked, noticing her creation suddenly become quiet for once.

The hybrid hedgehog softly chuckles for a small bit. "Well, it's about time. I can sense Sonic and his other dirty friends are here in Remnant." He revealed.

' _W-What? That means Spider-Man is here?'_ Salem asked, sounding a little worried.

"Why, Salem, is that _fear_ I hear in your voice? You're not still scared of the bug after he put you through that near-death experience?" Grimadoom teased the Dark Queen of Remnant.

' _Preposterous! I'm just surprised he's here so soon, that's all.'_ She quickly covered herself up, knowing full well Grimadoom isn't buying judging from his teasing smirk. _'Stop looking at me like that!'_

"Okay! Okay! If you want to know, both the Spider and the Hedgehog are displacing from one another in groups, with the latter's about to rendezvous with that other black hedgehog." Grimadoom informed the Dark Queen.

' _I'm suspicious. What are they planning? It doesn't matter. You will head out immediately to intercept with the Quickster. In the meantime, I will contact Cinder's team to check on the Spider.'_ Salem ordered.

"Don't give me orders! You're not my mom. Wait a minute, you kinda are. Ah well." Grimadoom turns back to Spider-King, who has just finished devouring all of Lionheart's deceased body. "C'mon, Spider-King. We have business to attend to. Hmhmhm. Time for a little surprise, Sonic." He ominously said before teleporting everyone out of the prison.

 **BGM End**

* * *

 **Outside the empty courtyard of the Mistral Council Tower**

"Haha! First place! Again!" Sonic cheered after hopping off his Extreme Gear. Seconds later, Ruby, Knuckles, and Blake all meet up with the speedster on their Extreme Gears as well.

"Oooooh. I promise I'll win the next race." Ruby declared, feeling extremely jealous.

"We'll see about that, kid." Sonic smugingly smirked towards the little Huntress Avenger.

"So is this the place? Seems kind of empty." Knuckles asked after glancing around his surroundings to see the courtyard surrounded by long-reaches of dank trees look totally abandoned.

"This is one of the four Council Towers that governor each kingdom after the Great War. How we move on with our lives all depend on their united decision." Blake gave out a little history lesson for her friends that aren't too familiar with the government and their policies.

"Let's not act all their decisions were home-runs. They've made some doozys over the years, I'll tell ya."

The Avengers turn to the front entrance of the tower only to be greeted by Qrow Branwen, Ruby's uncle and a member of the Secret Avengers. Standing beside him is his twin sister, the current leader of his former tribe, Branwen, also an Avenger, as well as the Ultimate Lifeform of Mobius with them, Shadow the Hedgehog.

"Uncle Qrow! Auntie Raven!" Ruby greeted, happy to see his uncle and auntie.

"I told you don't ever call me that!" Raven said to her little huntress, looking annoyed.

"Nice to see ya again, Shadow. What have you Secret Avengers been doing?" Sonic asked his arch-rival.

"What do you think? We've been called to investigate the whereabouts of Professor Ozpin, as well as finding ways to quell the kingdom from falling apart because of this virus." Shadow said, still acting as stoic as ever.

"Speaking of the virus, are any of you infected with spider-powers?" asked Blake.

"My Black Arms DNA protects me from the infection. One of the benefits of being the Ultimate Life Form." Shadow answered the cat faunus.

"Me and Rave also have some immunity to the virus thanks to the magic Ozpin gave us. So while we do have spider-powers, we don't have to worry about mutating for a long while, at least until Richards finish with the cure." Qrow said.

"Y'know, I don't mind keeping these spider-powers. They're actually pretty neat." Raven smiled, showing off her impressive web swinging skills for a bit, easily lifting a nearby small aerial craft with just one hand. "Hahaha! If only half of my tribe didn't mutate into killer insects, I would consider these better than Maiden powers any day." She stated, putting down the aircraft.

"Heh. You should've seen my sister earlier. It's been over ten years since I saw her THIS happy that didn't involve killing people." Qrow smirked.

"Wow, really? Man, your life must _suck_." Sonic teased the Branwen Tribe leader.

"I would keep that mouth shut if I were you." Raven threatened the blue buffoon.

"So whaddya have on our missing old great grandfather?" Sonic joked while also acting a little serious.

"He's not here, that's for certain, bub."

Everyone turns to midget, but deadly vicious X-Man/Avenger, Wolverine walking out of the nearby bushes.

"Logan?" Blake is a little surprised to see her fellow X-Man.

"What do you got for us, Logan?" Qrow asked his drinking buddy on what he found.

"Trail led to a dead end, as if they just vanished in a puff of smoke." Logan said once he walked up to the others.

"We need to find Ozpin, quick, before midnight." Ruby reminded them of their deadline.

"We're working as hard as we could, but without any leads we're oblivious to our next objective." Shadow said bluntly, saddening the little rose. "By the way, Sonic. I've been informed by Rouge you fought another hedgehog on Mobius. Is that correct?" He asked his blue rival.

 **BGM-Dragon Ball Super OST-Solving the Mysterious Puzzle**

"Yeah. He called himself Grimadoom. Do you know anything about him?" Sonic asked the black hedgehog.

"I do." simply said the apathetic hedgehog.

"Then what're waitin' for? Don't keep us in the suspense." Knuckles complained.

"Hold on, Knucklehead, before you give away another relic of infinite power." Raven insulted the guardian, angering him.

"So, what do you know about Grimadoom?" Sonic asked the secret agent hedgehog.

"From what Rouge told me after hacking into one of Dr. Eggman's computers, Grimadoom is nothing more than a clone. A joint project in creating the supreme artificial life form between the four members of the Masters of Evil. I'm sure by now you know three of them, but the last person in question is still shrouded in mystery." Shadow started revealing the origins of Grimadoom the Hedgehog.

"Grimadoom is a clone? Of who? You two?" Ruby asked, referring to both Sonic and Shadow.

"No. Everyone." Shadow said, more so confusing than surprising his allies.

"Everyone? What does that mean?" Sonic asked.

"Grimadoom is not just a clone. He's a hybrid. He possesses all our DNA ranging from us to Thor, the Grimm, the symbiotes, even some mad titan named Thanos. He has the DNA of every powerful hero and fighter from all our dimensions." Qrow continued for Shadow.

"What?!" said all of the Sonic's team.

"Grimadoom started out as a simple ISO-8 Reactive crystal, further mutated after being programmed with our DNA and battle data. Then lastly enhanced thanks to the Masters' Espeon Stone. He's essentially the physical manifestation of the ISO-8 itself." Shadow resumed command of the explanation.

"You've got to be kidding?! That must explain how he's able to use our own power and abilities driven to the absolute max!" Blake said, piecing it all together.

"Heh. It's nothing we can't handle, right Shadow?" Sonic smirked towards his rival.

"Hmph. I look forward in decimating this faker the next time he shows himself." Shadow smirked, looking forward with a challenge against an all-powerful foe.

 **BGM End**

"Hmhmhm. Then should be glad. I'm about to grant your wish."

"Huh? Who goes there?!" Shadow demanded.

"Up there!"

 **BGM-Dragon Ball Super OST-The Birth of Merged Zamasu**

With his supermutant senses, Wolverine points to the direction where that mysterious voice is coming from to the top of a very large tree, where a black bird with menacing blue eyes glares at his prey.

"Wait, that can't be…" Raven starts talking, looking a little surprised.

Dark blue lightning strikes down from the sky, surrounding the little bird with a devastating hurricane that almost blows away his prey. Inside the stormy wind, the intimidating silhouette of the glowing-eyed bird changes shape into that of a hedgehog hiding in the darkness. And immediately busting out of the hurricane is Grimadoom in all his glory, with his cloak flaunting to the wind he so impressingly made to make his entrance a lot cooler.

"Grimadoom!" Sonic recognized his dark, new rival.

"So that's Grimadoom, huh?" Knuckles asked.

"He really does look like Sonic." Ruby commented.

The united heroes are a little confused when they see Grimadoom clapping for them, as if they accomplished a meddling task. "Wonderful. It's about time you cretins figured out my darkest secret. I was almost feeling ashamed that you're all my worthless brothers and sisters." He said that with such an intimidating voice change after sounding so proud of his "family".

"Hey! You're copied my cloak! How could you?!" Ruby raised her fist to the hybrid clone hedgehog.

"Are you seriously angry about that?" Blake sweatdropped.

"Sorry, red hood, but you have to admit, it looks better on me than you. Even this mask I found." Grimadoom puts on a White Fang mask similar in style to Raven's, but immediately takes it off. "On second thought, it doesn't. It fits those White Pussies more as well as the old birdlady standing right there." He simultaneously mocked the White Fang and Raven, pissing off the latter and Blake like there's no tomorrow, but before anyone could make a move, Grimadoom appears right in front of Raven, lifting up her head with a single finger. "Yeeess. It does fit you more, 'cause I'm not a coward that runs away from a fight." He taunted her to the point of pushing the Branwen Avenger to strike at his side with her blade, but much to her and everyone's shock, her blade doesn't faze him, as if his body is made of vibranium, hard to cut through with simple weapons.

Seconds later, Grimadoom's spider-sense triggers to Wolverine about to chop him up with his Adamantium claws, prompting him to roll out of the way at light speed. "Alright, bub, start talkin'! What have you done with the professor?!" demanded the mutant.

"Uhhh, Charles Xavier? Gerald Robotnik? You have to be specific here, mutatie." The grim hedgehog taunted the vicious mutant.

"We're talking about Ozpin." Ruby told him with her energy scythe in hand.

 **BGM End**

The heroes stay silent as Grimadoom softly chuckles after hearing that name. Moments later, he slowly turns his head to Ruby with the creepiest smirk she has ever laid eyes on as he says, "He's dead." That sudden news shocked them deep to the core, that Ozpin, an ancient protector of Remnant for many centuries, has apparently just died not too long ago.

"Now I know it's a shock to you and you're probably crying inside, but that's the truth." Grim shrugged. "Jackal and Tarantula interrupted the council meeting, killed most of them and kidnapped Ozpin after Tarantula gruesomely ripped off his eye. Then after being tortured for 12 hours straight, he finally died after the man-spider ate his heart. I wasn't really 'alive' during that time, but I heard Salem had the biggest smile plastered on her wrinkly face." The dark jokester narrowly dodged a furious horizontal sword swipe from Qrow and flew into the air. "Hey, I'm the messenger! Don't act like I was the one that killed him! I would've done something far worse like threw him to the sun. Play soccer with his decapitated head across the universe."

"You are one, sick freak!" Blake criticized the sinister hedgehog.

"Aren't you technically calling yourself a freak? I am like your clone, sort of. In biology, not physically." Grimadoom replied.

"I've had enough! You're going to pay for this!" Sonic growled.

"Hehehe. You're going to have a hard time living up to the hype, hedgehog." Grimadoom smirked, summoning his corruptive version of the Crescent Rose in his right hand, this time colored in dark blue.

With the look that closely resembles the Grim Reaper, Grimadoom holds his scythe closely around his neck, making his presence looking more terrified than any villain in history. "With this instrument, I will reach new levels of power beyond imagination. You would be wise to study my evolution deep to its core, insects." With a simple twirl, the hybrid hedgehog unleashes a simple energy slash straight clean through the Council Tower, causing the tall building to slowly collapse in on itself seconds later.

"Wait. What did he…" Sonic and the others turn to their backs, only to be incredibly struck with awe at what Grimadoom just did. "Oh man…" What the heroes see is a humongous hole in reality after Grimadoom's presentation showcasing his power.

 **BGM-Dragon Ball Super OST-Heroic Battle**

"He really did rip a hole in reality..." Blake said, almost speechless, looking incredibly worried after realizing the vast depths of the enemy's power

"Yes, after combining Chaos Control with the birdlady's portal creation!" Grimadoom informed the heroes from the sky. "Honestly, I have no idea where it leads! A new universe? The past or the future? Nahahaha! I told you my power is beyond imagination! I have completely mastered your techniques and made them my own! Now would any of you be so kind to refine them more, that way I can reach new heights? Give me a challenge! I don't care if the world burns in the end! Help me become stronger so I can surpass my limits AGAIN AND AGAIN!" He cackles.

Ruby growls, looking like she's ready to fight, but before she could do anything, Sonic and Shadow walk in front of her. "Stay back, Ruby. We'll take it from here." Sonic told her.

"Huh? Sonic? Shadow?" Ruby said.

Not wasting anymore time, both hedgehogs transform into their super state thanks to the Chaos Stone in Sonic's possession, granting them power that should match Grimadoom's.

"Super Sonic and Super Shadow?" Blake said in utter amazement.

"They're power is utterly astonishing." Raven commented.

"That should be enough to take down that faker!" Knuckles said.

"The rest of you keep your guard up! I sense they're someone else, hiding in the bushes!" Super Sonic warned his allies.

"And right you are. Spider-King!" Grimadoom calls out to his man-spider servant hiding in the bushes. The monstrous spider monster with the hood leaps out of the trees with a roar, landing in close proximity with the heroes. "Eliminate the appetizers while I deal with the main course." He ordered his pet.

" _ **Grr…As you wish, Master Grimadoom…"**_ Spider-King obeyed and begins his assault onto the other heroes, leaving both super hedgehogs to fight their dark counterpart.

"So is this what you meant, that any pain we inflict you will only make you stronger?" Super Sonic smirked at his evil clone.

"Oh yes. You have no idea what I could do now. My illustrious power can redefine this entire universe if I so choose." Grimadoom stated.

"So why would someone so powerful work with fools like the Masters of Evil?" Super Shadow asked.

"You're saying I should betray them? Hmhmhm. Such a boring cliché. I may not like them, but I don't overly hate them either. I find it more amusing making fun of the wannabe villains within their club. Besides, our goal isn't so different from one another. This way, I can fight the strongest opponent while also having tons of fun, and sleeping within their comfy homes. Now, c'mon…" Grimadoom powers up his refined dark blue aura, causing the clouds above the whole kingdom to change color to his liking. "It's time we prove who's the superior hedgehog of the universe." He declared, as all three hedgehogs get in position for battle.

 **BGM End**

 **BGM-Megaman ZX Tunes OST-Trap Factory (Vs. Prometheus & Pandora)**

The three super-powered hedgehogs took their awe-blinding battle across the entire kingdom of Mistral, clashing at sky-breaking light speeds that could possibly destroy the entire continent. Neither hedgehog was able to gain an advantage for a minute, but eventually Grimadoom slipped up, allowing Super Sonic and Super Shadow to strike him with chaos light speed attacks. Once he saw the opportunity to counterattack, the hybrid hedgehog summoned a corrupted version of Raven's sword, striking the heroic hedgehogs with blazing wind attacks before blasting them away with his dark blue Chaos Hadoken.

When the super hedgehogs re-found their footing in the skies, they become surrounded by a multiple of blue portals, all unleashing beams of destructive cosmic energy at the light-speeding hedgehogs, who were able to dodge them in time. "Ya think having our moves make ya tough, Grim? You're just making it too easy!" Sonic taunted, performing a light-speed dash around the kingdom to look for Grimadoom. Once he did, he plowed right at him straight through a deserted forest filled with Grimm monsters, then kicking him back to the air so Shadow can knock him to a nearby mountain with his chaos attacks.

"Since we know all your moves, countering them would be a snap." Shadow said, teleporting next to Grimadoom, barraging him with devastating kick work before being forced to step back after Grim unleashes his Chaos Blast.

"Don't get too head of yourselves, rodents. I still have some surprises left in stock." Grimadoom proclaimed, attaching a large long web line at the mountain he was blasted to, and with all his strength, pulls the mounted mountain right at the other hedgehogs, who easily destroys it with a combined spin attack. Not wanting to let it go to waste, Grimadoom uses his telekinetic powers to mentally lift the broken pieces of the mountain and shape them into meteorites to fall down onto the hedgehogs, and while Sonic is busy destroying them, Shadow finds himself in a clash with Grim's barrage of chaos web pellets from his magical glyphs with his Chaos Spear barrage, ending in a draw.

"Witness my power!" Grim summons a huge lightning storm from the dark clouds to strike at the hedgehogs, causing them great pain and suffering, even more with his lightning-speed barrage of spin attacks, but the two hedgehogs combined their chaos energy to break free from their predicament and work together to combat Grimadoom, sending him flying right down a simmering volcano.

"Eat this! HA!" Sonic and Shadow fire a combined energy beam into the volcano, causing it to erupt. They fly back to a safe distance from the eruption, making sure the lava doesn't hit any nearby villages, but when they look back to the volcano, they are not at all shocked to see the dark silhouette of the menacing Grimadoom inside the erupted volcano.

"Ha. Perfect. You two actually hurt me. I respect that. Now to show you something good." Grimadoom smirked while still inside the rising lava. Gathering his energy, the dark hedgehog disperses the lava into nothing, coming out with a new look. Overall his entire appearance is the same except his hair spiked up like Sonic in his Super form, glowing a fiery-looking black-and-blue color, and his eyes are pure blue, and his entire body surrounded by a cosmic dark blue aura that could scare the gods.

"Binary." Super Shadow recognized the form.

"Binary?" Super Sonic questioned, not knowing what this power is.

"Yes, Binary. Thanks to Captain Marvel's DNA, I can transform into my own Binary State. My own 'Super Form', multiplying my powers to levels no mortal or god could hope to comprehend." Binary Grimadoom said.

"Hmph. That doesn't change the situation one bit. You will still fall before the ultimate power!" Shadow declared, powering up his energy to the max.

"Hehe. This is getting exciting. C'mon, Grimadoom! The fun has just begun!" Sonic smiled, powering up his energy to the max as well.

"I am so glad we share the same sentiment. Too bad you're all going to die." Grim said with an intimidating voice tone, colliding with the other hedgehogs for round two.

 **BGM End**

* * *

 **Back at the Council Tower**

 **BGM-Dragon Ball Super OST-A Fearsome Foe**

Meanwhile, with the heroes that are not hedgehogs, they are having trouble dealing with the mystic spider-monster that is the Spider-King, unleashing a barrage of mystic web bullets that stings like acid from his monstrous mouth to destroy the spider-infected heroes.

While they fight, they sense the entire kingdom shaking thanks to the hedgehogs' chaotic battle in the skies. "Those damn hedgehogs. They're gonna split the kingdom in half if they keep this up." Raven cursed, deflecting the mystic web bombs.

"That's not surprising! It's the Chaos and Espeon Stone colliding! That amount of power could destabilize the universe!" Qrow said, working together with his scythe-wielding nephew to get some coordinated attacks off the beast before they get slammed back to the destroyed tower.

The arachnid beast roars, frantically swinging his monster legs across the compound, only for Wolverine to drop down and cut two off with his claws, causing the beast to roar in pain. It tries to attack the small mutant but he's too fast, then gets stabbed in the chest, causing even more pain. The beast bites down on Wolverine's chest with his fangs, forcing Logan to release his claws from the beast's gut, then gets tossed aside with the regenerative spider legs.

"How do ya like this, buddy?" Knuckles shouted, slamming the Spider-King's face to the ground. As it begins to stand up, the beast is struck down again by ElecShadow Style Blake's electric katana, turning herself invisible to unleashes a multitude of sword slashes to stun the beast, allowing Knuckles to attack the monster with heavy punches to the gut, but with a loud war cry, Spider-King knocks away his prey to the ground and would've feast on Knuckles if Ruby didn't block his assault.

 **BGM End**

The Man-Spider takes a few seconds to stare at the little Rose, more specifically her silver eyes. _**"You…have silver eyes."**_ He commented.

Ruby looked a little dumbfounded at first, trying to remember someone else saying the exact same thing to her so long ago. "Wait…Are you…Ozpin?" She asked but receives a punch to the gut, flinging her in the air until Knuckles saved her.

"You alright, kid?" The echidna asked as he lands back with the others.

"Yeah. But that thing! That spider! I know him! It's Ozpin! He's alive!" Ruby revealed, shocking her friends and allies with that info.

"Ozpin?!" Blake said, surprised.

"Wait, you sure?! Logan?" Raven turns to Wolverine to get him to confirm his scent.

Logan sniffs the air for a bit before answering. "It's a bit foul, but yeah, that's him alright." He confirmed.

"Oh god…Ozpin…What the hell did they DO?" Qrow asked his mutated friend, now feeling remorseful for the beast.

" _ **Dusty, old crow. Bow before your masters."**_ Spider-King said to the heroes.

"I never liked him, not for a second, but even I think he doesn't deserve this." Raven said.

"Professor Ozpin, if you're still in there, let us help you! We're going to make a cure that'll fix you!" Ruby pleaded to her Headmaster.

The mutated Headmaster stares at his former allies with a slow-cooking growl. _**"Fiiix. Fiiiiix!**_ The monster Ozpin starts coughing heavily, almost as if he's trying to cough something out from his monstrous stomach, and to the heroes' shock and horror, he's barfing out THOUSANDS of tiny spiders all across the area and its heading right towards them.

"What is he doing?!" Qrow hurriedly asked.

"Oh god! Those spiders! He was carrying a spore sac! He's trying to spread the virus!" Blake said.

"There are villages not far from here! We have to destroy these tiny bastards before they get there!" Wolverine pops out his claws and works together with his teammates against the Spider-King and his Spider-Babies.

* * *

 **Above the Kingdom of Mistral**

Back with the hedgehog battle, a bruised Super Sonic and Super Shadow are surrounded by Grimm versions of Grimadoom, with the Binary-powered hedgehog using the energy from the rift in reality he made to create more clones of himself to fight this battle.

Binary Grimadoom softly chuckled, standing outside of his clone army. "What's wrong, hedgehogs? Getting a little tired? Wanna take five? Have some dinner? You'll only get that after you beat me and the other me's." He chuckled.

"I'm getting tired of his smart mouth." Shadow snarled.

"Well, he does have our DNA." Sonic reminded the Ultimate Life Form.

"Mostly yours and Spider-Man." Shadow replied.

Sonic chuckled with a shrug, "We can't help it being cocky all the time." The two quickly get serious when they notice the Grimm Grimadooms about to attack. They destroy all the clones with simple attacks, but each time they're destroyed they quickly reform themselves.

"That's not goin' to work. Think of another plan." Grim tauntingly advised his adversaries.

"Okay! How about this?! Chaos…BLAST!" Shadow unleashes an explosion of chaos energy that destroys all the clones within the blast radius, turning them into a puff of smoke.

"Oooo. That certainly did the trick. Too bad it only made things worse." Grimadoom raises his right hand in the hand, commanding the gas to collide together to form a shadowy Man-Spider Avatar with his color scheme to attack the hedgehogs. "Prey." The hedgehog ordered his ghost servant to spring at the super hedgehogs, commanding it to devour them with his large mouth. Try as they might, even at light speed Sonic and Shadow couldn't escape the Shadow-Spider's line of sight, eaten whole once it caught up to them, but before it could completely devour his dinner it imploded, after the hedgehogs caused a booming ruckus inside its belly.

"Sorry about that. Hedgehogs don't make good snacks." Sonic quipped with a smile.

Grimadoom starts to get irritated that he's having trouble dealing with these hedgehogs. Shadow teleports in for a chaotic roundhouse kick that sends him flying, and once he gathered his bearings together, Grim loses his Binary State. "No!" He cursed.

"Seems you can't hold your Binary State for long." Shadow deviously smirked.

"Now things are starting to turn to our favor." Sonic said.

Grimadoom growls at his 'brothers'. "Damn you, hedgehogs. This isn't over. I'm still growing stronger. I'm going to make you suffer. He burst out his dark blue aura, clashing with the hedgehogs once again.

* * *

 **Back with the others…**

"C'mon! C'mon!" Ruby repeated saying, using her ISO-enhanced Crescent Rose to burn the tiny spiders alive with the flamethrower module. While she, her uncle, Raven, and Blake work together to kill the diseased spiders before they could spread the virus throughout the kingdom, Knuckles and Wolverine are occupied taking down the mutated Spider-Ozpin.

"Hold still, so I could pound your face!" Knuckles said, holding onto the Spider-King's spiky legs before it could pierce his eyes.

"There's too many of them!" Blake shouted, having a hard time killing the spiders.

"Kid! Your eyes! Use your eyes!" Qrow shouted to his niece while slicing up dozens of spiders with his sword.

"Huh? But they aren't Grimm! You'll think it'll work on them?" Ruby questioned her uncle.

"I don't know, but it's worth a shot!" Qrow shouted, starting to feel overwhelmed.

Ruby takes a quick deep breath while thinking to herself, _'Please don't feint! Please don't feint! PLEASE don't feint!'_ She opens up her silver eyes as they begin to glow, and in a burst of blinding light, kills all the diseased spiders in a single attack. "Hey! I did it! Woo-hoo!" She cheered before feeling the painful headache after not mastering her silver-eye powers.

Those silver-eyes also seemed to have some effect on Ozpin as well, weakening him enough so Wolverine and Knuckles could finish him with a powerful fist to the stomach, forming a small crater after slamming his face to the ground.

"And stay down. Punk." Logan spit close to the defeated Ozpin.

"One down, one to go. I wonder how Sonic's doing?" Knuckles wondered. They all turn to the skies after hearing a loud boom, which so happens to be Grimadoom about to crash down right behind Ruby's group after being drop-kicked by Super Sonic.

Both he and Super Shadow teleport themselves right in front of their friends. "Haha! Had enough, Grimy?" Sonic taunted his clone.

"Tch! You wretch! You destroyed my cloak! I looked so cool wearing that!" Grimadoom said in anger after the hedgehogs destroyed his tattered cloak.

"That's what you get for copying me!" Ruby said.

The Dark Hedgehog's silvery-blue eyes start to flare up in rage. "That's it! I'm not holding back this time! Say your prayers!" He unleashes the destructive power of his eyes that he inherited from Ruby, blinding the heroes in the hellish darkness, giving him the chance to launch a nightmarish assault, striking them with millions of devastating punches and kicks in less than a second, then fires a terrifyingly huge beam that completely encompasses them while still stuck in the darkness before devastating them with another assault, this time using two other clones, and finally infecting the heroes with his clones so he could attack them from the inside. All that, in less than five seconds.

The darkness starts to dissipates, allowing Grimadoom to see the heroes have been utterly beaten after that chaotic beatdown. "Geh. Still alive. Persistent gnats…" He said, feeling weakened himself after using so much energy, but he's more than capable of finishing off the heroes with a charged energy blast. He looms over the unconscious heroes and was about to fire, but was distracted from a barrage of missiles hitting his backside. "Now what?!" He asked, annoyed, turning around to see it was E-123 Omega that attacked him, along with Rouge the Bat, Winter Schnee, Iron Fist, and Sun Wukong.

"Step away before we're forced to take you down." Winter threatened the dark hedgehog.

"You insects don't know when to quit." Grimadoom easily knocked out Winter's group with a few kicks to the gut, but before he could finish them off, he notices a huge red sphere of energy forming behind him, all coming from Super Sonic who managed to regain consciousness for a little while.

"Okay, Grimadoom, it's all over now!" He said, launching the energy sphere at Grimadoom before finally loses consciousness. Grimadoom gathers all his energy, using his own hands to block the sphere from coming any closer. Try as he might, he can't hold the sphere down for long, with the darn thing exploding right in front of his face, knocking him across the kingdom.

"I don't think we'll be seeing him anytime soon." Iron Fist said.

"Quickly. Once I heal them, let's get them back to Haven." Winter said, planning to use a heal spell she learned from Dr. Strange to bringing the heroes back to full health.

"Alright." Sun nodded, working together with Secret Avengers to help their fallen allies and take them back to Haven Academy.

* * *

 **Forest Area somewhere in the Mistral Kingdom**

The Grimm of the area walk up to an unconscious Grimadoom, wondering what they should do to their "brother". Thankfully that question doesn't have to be answered, as Grimadoom slowly wakes up, noticing his brethren beside him. Swelled up with anger, Grimadoom unleashes a powerful explosion that kills all the Grimm in area, but then falls back on his knees as his strength hasn't fully replenished after his hard-fought battle with Sonic and Shadow.

"Urgh…Sonic…You will pay…" Grimadoom muttered to himself, then fully stands up again, slowly regaining his power thanks to his regenerative cells containing limitless energy. "You! You will regret this…" He snarled, teleporting himself back home to heal.

* * *

 **BGM-Dragon Ball Super OST-Limit-Break x Survivor (Preview)**

 **Ruby: Hey everyone. My name is Ruby Rose. During our crazy adventure in Mistral, Spider-Man's team have just arrived at Atlas. The Grimm here all seem very strange. First they like Spidey, then they want to kill them. What gives? And hey. Look! It's Cinder and her crew! Are they seriously working with the Masters of Evil?!**

 **Next time on D-Avengers: Spider-Island DX:**

 _ **Spectacular Rematch**_

 **Ruby: Don't want to miss this rematch between rivals.**

* * *

 **KFX Here: Grimadoom may be god-tier powerful, but he's still very beatable for those that I worried he's too OP. So yeah, if you guessed it, Spider-King was Ozpin all this time. Shocker? Anyways, send your thoughts about this chapter and what you're looking forward to the next chapter. And also, note, Glynda also isn't infected with the Spider-Virus because of her recent magical training with Dr. Strange, as well as Winter. Seems Weiss is the one of the unlucky few.**


	16. Issue 13: Spectacular Rematch

_Issue 13: Spectacular Rematch_

 **En Route to Atlas**

 **BGM-Dragon Ball FighterZ OST-Spirit**

While Sonic's team were investigating the whereabouts of Ozpin at Mistral, Spider-Man's team are currently taking the Web Cyclone to fly to Atlas in hopes of finding a Symbiote ISO-8 Crystal for the cure to the Spider-Virus.

"Tails, how long until we arrive at Atlas?" Weiss asked the two-tailed pilot.

"We're about a few minutes away. Expect some turbulence though." Tails informed his friends while he drives.

"Great, 'cause I don't think I need to remind everyone how short on time we are. We're about four hours away until the Masters of Evil mutates everyone into their mind-controlled spider slaves." Weiss said.

"You worry too much, Weiss. We'll get that ISO-8, cure everyone, and sucker punch those Master Jerks before the concert I recently bought tickets for." Yang said with a happy smile and slammed fists.

Weiss happily nods in response, "I SO look forward to that concert."

Yang smilingly nods too, "Me too. How about you, Pete?" She and the Ice Queen turn to Peter, who has been oddly quiet during the plane ride to Atlas, occupying himself by staring out the nightly skied window.

"Peterrrrr…" Weiss calls out his name, getting the distracted webhead's attention.

"Huh?" Spidey said.

"You've been uncharacteristically non-hyperverbal this entire trip." Weiss said to him.

"It's because he's still thinking about the dead council." Yang sincerely said, pretty much figured out Peter's entire character at this point to know what he's thinking.

"Boy I love you." Pete said.

"Ah thanks."

"You okay, Pete?" Tails asked in concern for his friend.

"Yeah, yeah, I'm fine. It's just…Jackal. I used to respect Warren, until he got a major hard-on making my life a living hell. Now he's creating a spider army and feeding the government to his pet monster. He even killed Sienna Kahn from what I've heard, so who KNOWS how the White Fang are gonna take it when some of them aren't ACTUAL killer spiders." Spidey said.

"If they're smart, they'll blame the actual monsters that's causing this epidemic." Weiss commented.

"And Tarantula. The Jackal's personal spider-pawn. This might sound weird, but when I saw him kill the council, it…almost felt like _I_ was the one that killed them." Spidey said to his pals.

' _Yeah, that doesn't make sense.'_ Nicole said from the ship's computer.

"He's been on my mind ever since I fought him and felt _oddly_ familiar to me, like he's me in some way." Peter said.

"Maybe he was brand-new a clone that mutated into that thing?" Tails wondered.

"Hmm. Probably, but it definitely felt like I met him once before." Spidey said.

"Maybe he was one of your old clones?" Yang proposed.

Spidey scratches his head, "That can't be the case. They're all dead. Ben Reilly. Kaine. I was right there when each of them sacrificed their life to save me. Kinda miss them though. They may have been my clones, and Kaine may have been an unstable jerk that wanted me dead, but I couldn't ask for better brothers." He said, remembering back to his early adventures involving Ben Reilly and Kaine, ending with Ben sacrificing himself to save Peter from the Green Goblin, and the time when Kaine gave up his own life to save Peter's from a nasty Grim Hunt started by Kraven the Hunter's family to bring him back to life.

"Would've liked to meet them. On second thought, kinda grateful. I'm already going crazy hanging out with one Peter." Weiss joked.

"I wouldn't mind hanging out with another Peter. Makes me wonder if they're just as handsome as the original." Yang flirtatiously smirked towards Peter.

"Sorry. Kinda hard to clone this beauty to perfection." Peter boasted with a chuckle, pointing to himself.

"Alright guys, we're here. Prepare for landing." Tails informed his friends, getting the jet ready to land outside their destination.

 **BGM End**

* * *

 **Outside the Abandoned Industrial Site**

 **BGM-Sonic Boom: Rise of Lyric OST-The Pit**

After landing, the team are forced to trek on foot through a mildly-tropical and life-cold jungle in a distant mountainous archipelago since they can't find no other place to land the jet.

"Are we there yet? Are we there yet?" Spidey asked in rapid succession, simply to annoy Weiss.

"No, shut up!" She shouted in response.

"This world sure is different from Mobius. Pretty weird in some cases." Nicole stated, observing the unusually large snow-filled palm trees while in her holo-lynx form.

"Is it _cooler_ than Mobius?" Yang made a pun because of the snow on the trees.

Nicole chuckled, "In some parts, yeah."

As they walk, Peter's spider other, Ero, appears right beside them in his spirit form. _"This world is a bit strange in its geography, but I've visited FAR stranger worlds in my long lifetime."_

"How old are you anyways?" Yang asked the ancient spider-monster god.

" _Over 15 million years I've been hunting down prey that could pose a threat to the Web. Like the Great Weaver, I've too stepped on this land once or twice before, simply to hunt."_ Ero revealed a bit of his ancient history.

"Over 15 million years?" Tails repeated.

"If you've been on Remnant before, why didn't you deal with Salem?" Weiss questioned the spider-monster, giving him a mean-looking glare that doesn't faze him in the slightest.

" _Hmph. I only hunt down worthy prey during my off days. That child proved no challenge to satisfy my taste buds. I figured Ozpin and the gods here were more than enough to deal with their own mess, but it would seem they're too lazy to complete such a simple task. Tsk. Annoying bastards. I don't see no challenge in meek game. Why should I get involve?"_ Ero said, crossing his multiple arms as they walk.

"So we won't have to deal with a Spider-Apocalypse, which we are right now." Weiss replied, still giving the Other the cold glare.

" _Hmm. Good point."_ He casually said, making Weiss groan.

The Avengers continue traversing through the cold forest for another minute, bypassing the various wildlife that could kill any man but mysteriously no Grimm in sight, but finally they arrived at their destination: A nightmarish looking old dig site od dark azure dirt and rocks, and canyon-like passages with no flora. The area also looks incredibly polluted because of decayed green Dust that turned into waste flowing through the dig site.

"Are we finally there yet?" Spidey asked the Schnee Heiress for like the thousandth time.

"YES, WE'RE HERE! YOU CAN STOP TALKING NOW!" She shouted in anger at him, but all that does is make him laugh. The Schnee Supreme quickly regains her composure so she could give a brief history lesson about this industrial site. "Ladies and Gentlemen, this is the Azure Pit."

"Azure Pit?" Yang questioned the dumb name.

"Shut up. These are ancient ruins we're standing in since the Great War. Used to be filled to the brim with rare Dust until some natural disaster polluted the place. Thirty years ago, my company tried to harvest the Dust but we're overwhelmed with Grimm so they abandoned the project. Who knows? It might have tons of the ISO-8 we're looking for." Weiss finished lecturing her less-informed teammates.

Tails takes out his Miles Electric handheld to scan for any readings of an ISO-8 with symbiote properties. "Hmm. I am receiving some rare ISO energy signatures around here. If we head closer, I might be able to pinpoint the Symbiote ISO-8."

 **BGM End**

"Awesome! What're we waiting for?" Spidey and his spider-friends hop down to the polluted dig site and web swing across the industrialized area, but only seconds after they started exploring, the team's spider-sense tingles to some nearby danger. "Anyone else's Spider-Sense tingling? Anyone want to guess what it is?" Spidey asked, landing on a rock platform. Moments later, the team notice a crowd of Grimm of all shapes and sizes approaching them, and they seem angry. An Alpha Beowolf slowly walks in front of the pack to greet the Avengers, prompting the teenager heroes to put up their guard in case it tries anything funny. As it walks on its eerie footsteps, it slowly walks towards Spider-Man, glaring it's beaming red eyes straight down the Wall-Crawler, and before he knows it, the Grimm pounces on top of him.

"Spidey!" Yang and the others quickly run to Peter's aid, but to utter shock the Grimm isn't killing him. Instead, he's licking Peter's mask, acting like a normal house dog. "It's…licking him?" The blond chick asked with a confused look just like the others.

"Is that normal?" Nicole asked, oblivious to the true nature of the Grimm.

"Hey! Quit it! That tickles!" Spidey chuckled. The Alpha walks off Peter, allowing the Web-Slinger to stand up straight, and before he could question why the Grimm wasn't acting like a rampaging, murderous animal, the other Grimm in the area comfort Peter, rubbing their heads against his body. "Ohoho. This is awesome. They love me." Spidey said, petting a few Death Stalkers.

"H-H-How…?" Weiss asked, stunningly in disbelief.

"Wasn't Peter infected with Salem's blood during the symbiote invasion?" Tails asked, recounting the memory when during the final battle of the symbiote invasion, Salem infected her blood in Peter's bloodstream via remnants of the G-Symbiote he was bonded to at the time. "The Grimm seem to see Peter the same way they do Salem, like he's their master or that he's apart of them. They don't dare attack one of their own, especially when they can sense he's superior to them."

"Hahaha. Sweet. So I'm like a 'Grimm Whisperer'." Spidey said, delighted in this new passive ability. He turns back to the Alpha Beowolf for some directions. "Hey, Tim. Can I call you Tim? Would you be so kind in directing me and my friends to the Symbiote ISO-8 crystal? We kinda need it to save the world."

Tim understands his master's wish clearly, nodding the webhead to take a ride on his back to the ISO-8. "Awesome! He's gonna lead us to the ISO-8. Hop on a Grimm, guys. It'll be fun." Spidey said to his still dumbfounded friends as he jumps onto the Alpha Beowolf's back, petting his new pet.

"Hey! Leave room for one more, will ya?" Yang happily joins Peter on Tim's back, with Tails and Nicole hopping on the back of a Nevermore while Weiss, begrudgingly, hop on a Boarbatusk's back.

"Oh ye, why is life weird?" Weiss asked with a tired stare, not in the mood to question the weirdness of the situation anymore since at this point after fighting goblins, gods and aliens, she's used to this level of weird. While the friendly Grimm leads the heroes deeper in these ancient ruins, far away, at a top of a rocky cliffside of the Azure Pit, they are being watched through some high-tech binoculars that could view and hear from faraway distances, belonging to some old 'friends' of theirs.

"Wow. That is weird." Emerald casually said while spying on the Avengers, standing next to a Seer Grimm and the rest of Team Toxin, along with their newest teammate harboring from Mobius, the Egg Boss of the Northamer Egg Army, the cool-and-collected Clove the Pronghorn.

"What is?" Mercury asked his moss-headed partner.

"They're riding on the Grimm. Turned them like pets." Emerald said when putting the binoculars away.

"I assume that's not normal?" Clove asked Cinder.

"Not when you're with Spider-Man, no." The Symbiote Goddess answered.

' _He's using my blood to control them. Clever thinking, Spider.'_ Salem complimented the webhead.

Cinder walks up to her thief teammate to ask a question, "So, what are they doing here?"

"They seem to be after a Symbiote ISO-8 Crystal. Why? I have no idea." Emerald told her.

' _They must have figured out the symbiotes' unique antibodies and want it for their precious 'cure'. That cannot be allowed.'_ The Seer Grimm slowly raises one of its red tentacles and points it in the general direction of the D-Avengers. _'Hmhm. But first, an experiment. Crossing my new Dark Gaia powers with my Grimm. This should be interesting.'_ Salem softly chuckled as her Seer Grimm starts to glow an eerie purple.

As the heroes continues explores the Azure Pit on Grimmback, all those that possess a Spider-Sense tingles to unimaginable levels. "Ah! My head! Spider-Sense going nuts! What's going on?" Weiss asked to reduce the spider-headache.

"I dunno! Tim?" Spidey pats his Grimm guide, but the alpha wolf let out a monstrous roar as well as the other Grimm in the area. The Grimm shake off the teens off their back, close to the polluted pool.

"What's going on? These energy readings!" Nicole detects abnormal energy rising from inside the Grimm, changing them from the inside out. They all begin to transform, change to have a more freakish design than normal, gaining blackish blue skin instead of the dark black, and their bodies glow neon color markings.

"Whoa. Spidey. Is this your doing?" Yang casually asked her boyfriend.

 **BGM-Sonic Unleashed OST-Night Battle Music A**

"Yeaaaah, I have no idea what's going on?" Spidey calmly replied back, narrowly dodging a claw-swipe from his old pet Beowolf. "Tim, what's wrong? You hungry? Want a Scooby Snack?" He joked, kicking the transformed Beowolf in the jaw.

"It's Dark Gaia!" Tails shouted, spinning away from a transformed Boarbatusk so he could spin dash the beast into oblivion.

"Dark Gaia?! You mean the ancient god of darkness monster that SOMEHOW lives inside your planet?" Spidey quipped back, web shooting a Dark Gaia-enhanced Death Stalker.

' _That doesn't make any sense. Dark Gaia isn't supposed to awake for another few thousand eons, let alone appear on this world.'_ Ero said in Peter's mind, just as surprised as everyone else while they fight.

The Power Woman Yang quickly dispatch a number of Dark Gaia Grimm with very powerful energy shotgun fist blows to the chest, instantly killing them for a chance to talk, "Anyone wanna bet this is Salem's doing?" She asked before heading back to work.

"I'm sensing some insane ISO energy from these creatures! Don't know how, but Salem must've gotten a hold of a Dark Gaia ISO-8 crystal that's allowing her to do this!" Nicole informed the team while running away from some savage Gaia Grimm beast, tricking them to fall into the polluted but highly acidic wastes before transmitting herself back to Peter's Webware.

"Ugh. As if dealing with monster spiders wasn't bad enough." Weiss grunted while using her glyphs to destroy the remaining mutated Grimm with a powerful Spell of Vishanti that completely eviscerate the dark beasts. "Let's get out of here before more of them show up." She told her nodding friends, getting them to web swing to continue exploring these murky pits while Team Toxin watch from afar.

 **BGM End**

' _Impressive. So this is the power of Dark Gaia. Simply fascinating.'_ Salem said, simply pleased on the limitless power of the Dark Gaia ISO-8 crystal she absorbed.

"Hopefully you'll stay sane enough to NOT blow up the planet." Cinder mocked the Dark Witch, remembering how she was possessed by her symbiote and almost blew up Earth. While the young Salem was irritated by her comment, she could do nothing but watch in shock as Cinder burns the Seer into crisps as she could tolerate her former master no longer. "Now let us take a crack at the Avengers, you lazy oldbag. You coming, Clove?" She turned to her Mobian ally.

The Pronghorn Egg Boss nodded in response, "Of course. After what you did for my little sister, I am forever in your debt."

Cindy simply shrugged, "Eh, don't mention it. She was sick, wasn't she? I figured I used my great power to be a little responsible every once and awhile. That, and Toxin wouldn't stop bothering me if I didn't help. Now c'mon. We have to work to do." She gestured her teammates to follow the heroes to get a closer look at their objective and ways to make it more troublesome to complete.

* * *

Long minutes later after exploring more and more of the ancient Azure Pit, the signal that leads to a Symbiote ISO-8 Crystal grows stronger and stronger until the heroes are so close to it they could taste it.

"I think this is the place." Tails confirmed with his Miles Electric, pointing to a wide ditch below them. The heroes drop down into the ditch, and with the help of Yang and her earth-shaking punches, they were able to successfully dig out a pure white ISO-8 Reactive Crystal.

"Found it, I think." Yang said, showing her friends the huge crystal she found.

"Yup. That's definitely the one. The readings its giving off is _remarkably_ similar to a living symbiote. The amount of antibodies it produces are virtually limitless. It can cure anything. It's like the complete opposite of the Venom Symbiote." Tails said.

"What? Like an 'Anti-Venom ISO-8 Crystal'?" Spidey questioned.

"Pretty much. And you don't have to worry about any bondage. This symbiote is completely mindless." Tails said.

 **BGM-Sonic Heroes OST-Unexpected Encounter**

"Well that's a relief." Yang said, cockily tossing the white crystal up and down with just one hand, leaving it wide open for someone to easily snatch it from a nearby vantage point. "Huh?"

"So this is what the big rush is all about? You should all run back home if you know what's good for you." A female voice coming from a nearby ledge gathers the attention of the D-Avengers, surprising the four heroic teenagers to learn it was Cinder's team that snatched the ISO-8 from their hands.

"Hey, isn't that…" Weiss points to Team Toxin standing above them.

"Oh you've gotta be kidding me!" Yang said, equally annoyed and angry to meet up with those anti-heroes again.

Spidey, however, while as shocked as his friends, quickly pieces everything together and just shrugs it off with a smirk forming behind his mask. "Hehe. Talk about being stubborn and full of surprises…"

"Long time no see, Avengers! Too bad you had to come ALL this way for nothin'. Now I kindly ask you to turn back while you have the chance." Cinder warned them with a devious smirk forming on her face.

"But we need that crystal to cure the Spider-Virus!" Tails argued with the mercenary group.

"Sorry, but we have a job to complete. If you don't want to get hurt, back away quietly." Clove warned the heroes.

"Hmm, sorry, but we also have a job to complete. Already made dinner date reservations with that crystal you're molesting." Spidey joked.

"Is that so…well then, it'll be a date to DIE for!" Cinder joked back, matching with the webhead's snarky comebacks.

"Hey! That's my line!" Peter responded, immediately materializing his old Iron Spider Mark III Armor, the ISO-Totem Armor from his Webware to combat Cinder, with the latter also materializing her Toxin symbiote to do battle against her rival.

 **BGM End**

 **BGM-Dragon Ball FighterZ OST-Android 21 Good Theme**

The Spider and the Symbiote clash with an impressive display of coordinated attacks to start off the rematch of the century. _**"Let's make this more interesting, shall we? One-on-one. No outside help. Winner takes the crystal."**_ Toxin proposed to the Iron Spider.

" **Deal."** Peter replied, firing multiple repulsor blast that Toxin straight up deflects.

"C'mon Spidey! You can do it!" Tails cheered for his webheaded friend.

"Beat her! Destroy her!" Yang cheered.

"We're rooting for ya!" Weiss cheered.

The rest of Team Toxin are also cheering Cinder to win this battle so they could go home. "That's it! Nice one, Cinder!" Emerald cheered for her boss.

"Yeah! That's the way!" Mercury also cheered.

"Good luck!" Clove cheered for her as well.

" **So what you said before, about a 'challenge' and a 'storm', you were referring to this involving the Masters of Evil?"** Spidey asked while throwing a repulsor punch to Cinder's symbiote face but she quickly recovered thanks to the symbiote's impressive regenerative abilities.

" _ **Look. Check out the big brain on the itsy bitsy spider."**_ Toxin quipped, forming flaming hand swords to clash with Spidey's mechanical spider legs.

" **Why are you working with a group that has a Salem in it? Don't you hate her?"** Spidey asked, twirling his spider legs around to knock away the dodging symbiote warrior.

" _ **I do, but it's only part-time. Gives me time to annoy her. Somebody has to. And I hear there's a FABULOUS bounty on your head and a nice little yacht I've had my eye on."**_ Toxin said, blasting Peter away with a powerful fire blast straight smack to a wall.

" **Ow. You're definitely reminding me of Silver Sable."** Peter web yanks the crimson symbiote to his knee caps before roundhouse kicking her away, but she quickly recovered, barely with a scratch. Noticing he's in trouble that Cinder's barely taking any damage, Spider-Man activates one of his Vibrant ISO Changes, the Gemini ISO Form, changing his armor's design slightly and granting him electricity powers.

" _ **What's wrong, Spider? Aren't you gonna go full power?"**_ Toxin asked, a little eager to fight Peter at his max power when he finalizes with Ero.

" **I want to, but I can't. I'm having trouble releasing all my power."** Spidey told her.

" _ **Oh, that's right. The Espeon Stone and all these new spiders popping up. Hmph. That sucks. I've been so looking forward fighting Black Ace or Red Joker."**_ Toxin expressed.

" **Hey, don't cry. I still have access to Perfect Synchro. That should even the odds."** Spidey said, unleashing his mystic-looking purple aura after achieving Perfect Synchro in his last adventure. He continues his fight with Toxin, using the benefits of Perfect Synchro to even up the odds just a bit. _'Even with Perfect Synchro, it won't be enough. I can tell she's gotten stronger since last time. I won't be able to win this with brute force alone. Gonna have to think strategically here.'_ He thought in his head.

Knowing that Cinder's symbiote is vulnerable to electricity, Spider-Man launches a barrage of electric-based repulsor blast that seem effectively weaken her. **"Had enough?"** Peter taunted his rival.

" _ **Ha! Yeah right! Watch closely!"**_ Toxin uses her own version of Peter's ISO Changes called Symbiote Change, transforming to her Ophiuca Symbiote form which stylizes in the wood element, eliminating her weakness to electricity. The Crimson Alien Warrior fires two long, horizontal leaf tornado from her hands that act as the weakness to Spidey's Gemini Form, definitely getting off some impressive damage of the Iron Web-Slinger.

" **Wood may beat electricity, but I'm sure it can't stand the heat!"** Spidey transforms into his flaming Corvus ISO form, encompassing Cinder in a fiery-hot vortex that does heated damage to her symbiote's new weakness. **"Each new form you take brings out a new weakness for me to exploit!"** Spidey said, attacking Cinder with flaming fist of justice, but during the last strike she caught it while in her Virgo Symbiote Form.

" _ **Same to you, genius."**_ She smirked behind her mask, blasting the hotshot with high-pressure water blasts.

' _That's it. Keep changing.'_ Peter thought in his head, thinking of some other plan he has in mind, knocking out Toxin with a devastating Aqua/Fire attack after transforming into his Libra ISO Form. That certainly ruffled Cinder's jimmies, angering her to the point of using her remaining transformations, Taurus, Crown, and Cygnus Symbiote Forms to deal massive amounts of damage onto Spider-Man, ending off her overwhelming assault by turning into her ultimate form, Blazing Apollo, striking him with the force of an exploding sun it completely obliterates his armor.

" _ **Sorry about the armor, webhead. Got a little heated."**_ Toxin made a pun.

"Eh, that's okay. Have a new one back home, but I'm not gonna need to beat you." Spidey said while he painfully gets up from the ground. He fires a single spider-tracer onto Cinder but nothing is happening.

" _ **What was THAT supposed to do?"**_ Toxin asked the Spider what his plan was with that.

"It was supposed to hurt. Just give it a few seconds." Spidey replied.

" _ **Huh-!"**_ Before she could figure out what he's talking about, painful sparks of electricity coming from Spidey's spider-tracer shocks Cinder entirely, causing her and her symbiote to scream out in pain.

"I know you're stronger than me, that's why I've been studying you during this entire fight to find the simplest way to beat ya. Had ya transform multiple times to scan the symbiote's entire weakness log so I could transmit the data into my spider-tracer to sting all your nerve cells long enough for me to do THIS." Spidey surrounds his right fist with his perfect purple aura and knocks out Cinder with one, almighty spider-fist, ending the battle between the two.

 **BGM End**

The rest of the D-Avengers cheer loudly for Spider-Man's win while the rest of Team Toxin are surprised that Cinder lost, but despite losing the fight, the crimson mercenary doesn't seem all that upset. She kindly takes Peter's hand as he offers to lift her back on her two feet and the two share a quick laugh between each other, almost like they're friends even though Cinder refuse to acknowledge that.

"That was fun. Probably the biggest reason why I willingly joined those Master Punks in the first place. Here. You've earned this." Cinder graciously hands Spider-Man the Anti-Venom ISO-8 Reactive Crystal.

"Nice, but where's the cute little bowtie and the champagne?" Spidey joked, getting a small chuckle from his crimson rival.

"I can't offer you that, but I can tell you where to find Salem's home here in Remnant." Cinder offered.

"Wait? You're seriously gonna tell us where Salem lives?" Weiss asked, looking a little shocked.

"Sure, why not? There's a portal at the deepest parts of Vacuo's oceans that'll lead you there, but it'll only reveal itself if you're affiliated with Salem, or in your case, is with someone that shares her blood when crossing the portal." Cinder said, staring at Spider-Man since he shares Salem's blood within his radioactive bloodstream.

"Awesome! Thanks, Cinder. You're not so bad after all." Yang said with a smile.

"Yeah, well, don't get used to it. Whelp, see ya kids." Cinder said, opening up a portal for her and friends to take back home.

"Wait!" Spidey calls out to Cinder, getting her to stop on her tracks and turns around to hear what Peter has to say. "One question: You're working with the Jackal, right? Do you have ANY idea who or what his pet Tarantula really is?" He asked, still keen on Tarantula's real identity.

"A monster from your past who's been revived to haunt you." Cinder cryptically told the webhead.

"You can't give me a straight answer?" Spidey asked, tired of cryptic riddles he has a hard time figuring out.

"Nope."

"Would you at least tell me who's the leader of the Masters of Evil?"

"Nope."

"Get out of here."

"Sure thing. See ya." Cinder two-fingered saluted to the webhead and his friends before she and the rest of Team Toxin walk into the portal.

"Welp. Mission accomplished. We got the ISO-8 needed for the cure, and as a bonus, we know where Salem's staying for vacation." Spidey said while holding the lunar white ISO-8 in his hands.

"Nice. So let's head to Mistral and regroup with the others." Tails said.

"Right." The entire team nodded in agreement, web swinging as fast as they can back to their Quinjet so they could regroup with the other Avengers on how to properly assault Salem's home turf.

* * *

 **BGM-Dragon Ball Super OST-Limit-Break x Survivor (Preview)**

 **Spider-Man: It's your Friendly Neighborhood Spider-Man speaking. Now that we know where Salem's been hiding, it's time for us to pay her a little visit at her castle. This place certainly gives out the creeps, and Salem's attractive new look gives me even more of the creeps. But not the transformed Chaos she's mutated with the Grimm. That's totally not scary at all.**

 **Next time on D-Avengers: Spider-Island DX:**

 _ **Gods and Spiders**_

 **Spider-Man: This lady really has some issues, I gotta tell ya.**

* * *

 **KFX Here: Originally the fight between Spider-Man and Cinder was going to include both their teams but I figured I save that for later. Next chapter, both the D-Avengers and the Secret Avengers are working together to take down Salem. Stay tuned.**

 **And as a reminder for those that forgot, Perfect Synchro was a new, original idea of mine introduced in** _ **Flaming Web of Light and Shadow**_ **. A powerful mental state only those with immense willpower and has mastered balancing their inner light and dark could reach, granting them new powers based on that person who unlocked it (Think of it as using both the Power of Nothingness and the Satsui no Hado from** _ **Street Fighter**_ **). It's a rare state for even some gods to achieve, and so far the only known people to master it is Spider-Man and Ero.**


	17. Issue 14: Gods and Spiders

_Issue 14: Gods and Spiders_

 **Salem's Maleficent Citadel**

 **BGM-Dragon Ball Super OST-Zero Mortal Plan**

" _ **Nice place…"**_ Tarantula complimented the interior and exterior of Salem's demonic domain from the insides of the castle's conference room, staring out through the windows.

"Eh, it's alright. A little spacious. Two outta five." A fully healed Grimadoom replied to the spider-beast, leaning on a chair eating his favorite chili fries. While the hedgehog is enjoying himself, he and Tarantula turn their heads around when they notice the hooded cloak Salem walking through the conference doors.

"Oh how I'm loving this." Salem smiled, gesturing her arms straight to the air.

"You seem uncharacteristically happy." Grimadoom noted, taking another bite from his favorite fries.

"What isn't there to be happy about? I'm alive, feeling young and beautiful again. I've gotten Chaos under my control. I've learned new magic spells thanks to Doom. And have fully mastered Dark Gaia's illustrious powers. The grand marvel of pure darkness embedded within me, transforming my being to one of the most powerful creatures in the universe." Salem said, glowing a wicked energy of a complex purple-red-and-black surrounding her body.

"Still _tremendously_ weaker than _moi_." Grim cockily pointed to himself, still thinking he's the most powerful creature there is in any universe.

" _Oh_. Then explain how you lost to a couple of horrid hedgehogs?" Salem smirked, for once saying something to counter Grimadoom's wisecracks against her.

"Probably because I've inherited _your_ insufficient cells, mother." Grimadoom smirked back, irritating the Grimm Master once more. "That battle ended in a draw, which only helped boost my powers to greater heights. The next time we meet, I WILL dispose of that blue rodent."

"And hope next time you won't lose another asset." Salem said, knowing that her mutated pet Ozpin is now in the care of the Avengers.

"Ozpin was an old fart. Worthless. You should know that better than anyone else, granny." Grimadoom calmly defended himself.

"True, true. I'm just glad we didn't lose my other favorite beast." Salem smiled as she walks over to comfort the mutated clone of Spider-Man, Kaine. "Tarantula. Kaine. You know I love you, don't you? We're alike in so many ways, you and I, but your life has been filled with nothing but misery since the day you were created. The Jackal told me. You started out as a dying clone roaming the world, killed hundreds, then got killed yourself in some _'Grim Hunt'_. Poor thing. You don't have to be afraid anymore, darling. You're safe by my side."

" _ **Hrrr…All I wanted was peacee. A famileee. A home. But the world would never give to meee, even in death."**_ Tarantula told her.

"Don't worry, my child," Salem holds onto Tarantula's lower jaw. "We'll make the world pay for never granting your wish. You have my word. It's such a shame your brother won't be by our side. I've grown quite a liking to him. Such an attractive spider he is."

"Uh, excuse me, you do realize he's like, a million years younger than you. Lay off before somebody like me gets the wrong idea." Grimadoom spoke up.

"I honestly can't help it. The symbiote that's permantely bonded to mefirst bonded with the Spider and developed an attraction with him. The two of us are bounded by both spirit and blood, not to mention he has his _remarkable_ Other, so I wouldn't consider him _that_ young." Salem told the clone hedgehog.

"You seriously need a boyfriend. May I recommend J Jonah Jameson? Would you like me to call him?" Grimadoom playfully asked only to be blasted to the wall by Salem, who is beyond irritated by his wisecracks and jokes. "Is that a no?" The hedgehog casually continued talking which gets Salem to quietly sigh while Tarantula simply ignores the two.

* * *

 **BGM End**

"Hey, Sonic! Shadow! Wake up!" The voice of a familiarly sounding echidna talks to the blue and black hedgehogs in their sleep.

"Maybe they're dead." Voice awfully similar to a certain ruthless tribe woman said.

"No…All they need is a little rest. Using an Exo Stone can take a lot out of the user." This voice, belonging to a Kung Fu Master from K'un-Lun told the others.

"So, this thing is an Exo Stone? What does it do?" A male teenage-sounding monkey faunus picks up the Chaos Stone off the table, but the female cat faunus angrily slaps it off of him. "Ow! What was that for, Blake!?"

"So you won't destroy the universe, nimrod!" Blake said to her dimwitted monkey friend.

"Wait, seriously?!"

"Quiet, kids." A seductive-sounding female bat told the faunus to calm down.

"Hey, I've got an idea! Let's take off his shoes…"

And the nanosecond he hears this, Sonic instinctly wakes up from his couch to confront Knuckles, who was the moronic dimrod that suggested to take off the hedgehog's shoes while he's asleep. "Don't. Touch. The SHOES!" He angrily told the scared guardian, giving him the scariest glare that could kill souls.

"Ugh. What's going on?" Shadow groggily asked as he too begins to wake up, finding he and Sonic inside some Haven Academy living room.

"Sonic! Shadow!" Ruby happily said while standing with her portion of the D-Avengers, as well as Sun and the other Secret Avengers with the exception of Winter.

"I see your all better." Qrow said to the hedgehogs.

"Yeah…to tell you the truth," Sonic performs some leg stretches before bouncing off into the air and lands stylishly with a thumbs up. "I feel perfectly fine!"

"Impressive. You've recovered faster than I anticipated." The band of inter-dimensional heroes turn around to see SHIELD's special Russian agent, Black Widow, leader of the Secret Avengers, walking in the room alongside Winter Schnee.

"No thanks to Knuckles…" Rouge teased the short-tempered echidna.

"Shut it, Rouge!"

"Black Widow? How did you know we were in danger?" Sonic asked the Russian agent.

" **Abnormal energy spike in this dimension gathered our attention."** E-123 Omega told him.

"Yeah. It's kinda hard to ignore the huge rift in our reality. The entire kingdom felt the battle between you and Grimadoom so we came to investigate. Luckily, after we brought you back here, the dimensional rift disappeared after you knocked out Grimadoom." Winter thoroughly explained.

"We're lucky Grimadoom wasn't physically holding the Espeon Stone, otherwise this dimension would've been destroyed if it collided with the Chaos Stone's power." Qrow said.

"And I just decided to tag along to help out, since my team are now monster spiders terrorizing the city." Sun said, almost as if he's embarrassed by saying that.

"Where's Grimadoom now?" Shadow asked with his arms crossed.

"We're investigating his whereabouts but it's hard to focus with more and more civilians mutating by the minute." Black Widow said.

"And I've been busy commanding the Atlesian Army while General Ironwood is in the hospital. We'll be holding onto Ozpin until we could safely transport him to Earth." Winter told the uninformed about her new duties.

"Nice. Spidey and the others should be about done finding the ISO-8 we need." Sonic said.

' _You got that right.'_ Suddenly, Nicole gathers the attention of everyone in the room from Sonic's communication wrist device.

"Nicole. I assuming Team Amazing's mission is a success?" Sonic asked his living A.I. friend.

Nicole nodded with a smile, _'Even better. We also have a lead that'll lead us to Salem's home, here on Remnant.'_

The news that Spidey's team not only found the ISO-8 needed for Reed Richards' cure, but they've also disclosed the location to where Salem has been living for so many centuries, completely shocking the entire gang inside the building.

"You're kidding?!" Qrow practically shouted since he's been spending years trying to locate Salem's current whereabouts and Peter done it in an hour.

"Awesome! Now we can raid Salem's hideout!" Ruby cheered.

"Haha, ride on! Tell them to meet us at the quad of Haven Academy. We'll be right there to meet 'em." Sonic said to Nicole.

' _Got it.'_ Nicole responded.

* * *

 **Haven Academy**

Ten minutes later, Team Spectacular of the D-Avengers, Secret Avengers, and Sun meet up Spider-Man's group at the spacious quad area leading up to Haven's Grand Hall, with Omega walking down with the heavily-chained Spider-Ozpin on a rolling table, strapped with the Crimson Bands of Cyttorak thanks to Winter's magic so he could never break free to cause harm.

"Boy, you wouldn't _believe_ what we had to go through to get this thing. There were like Grimm, and, Grimm, and even more Grimm. Oh, and Weiss' barking." Spidey joked while showing the Anti-Venom ISO-8 Crystal to his friends and inter-dimensional allies.

"I'm going to ignore that." Weiss interfered.

"Good job, Spider-Man. With this, we can cure all those infected with the Spider-Virus." Black Widow said, taking the ISO-8 from Peter's hand and gives it to Winter so she could deliver it to Mr. Fantastic.

"Does that include tall, gray, and hairy here?" Yang points her thumb to the chained-up Spider-King.

"You do know that's Ozpin, right?" Sun told them.

"OZPIN?!" Team Amazing said in total shock after learning the Spider-King was actually Beacon's Headmaster.

"He's been going under the alias 'Spider-King' after the Masters of Evil kidnapped him after the council meeting." Qrow informed them.

"And judging from the smell, he's been like this for days. The first one to mutate into this thing." Wolverine added.

"Oh man, what did the Jackal do to you? You're all hairy and have extra eyes. He also looks a century year younger, don't you think?" Spidey asked while simultaneously joking.

"No." Raven casually responded.

"Don't worry, Oz. We're gonna complete the cure. We're gonna fix ya, alright? So just hang tight for a little longer, while we have a little fun with your really old playmate." Spidey said to his old Headmaster up close to his monstrous face.

" _ **Peeeterrrr…"**_ The mutated professor mumbled quietly to his former student.

"So how do we get to Salem's own realm?" Iron Fist asked Spidey.

"Cinder told us there's a portal deep within Vacuo's oceans that'll transport us there." Tails informed them of the way to reach Salem, but hearing that they'll have to dive underwater sort freaks out Sonic and oddly Blake too, probably because the latter is a cat.

"W-Wait! The ocean?! We have to go underwater?" Sonic scarily asked, trying his hardest to not speak out through fear.

"Cinder told you this? She's working for them? You sure this isn't a trap?" Qrow asked the Spider.

"Who knows, but I don't think so. It pays to have friends working with the enemy." Peter chuckled.

"So let's not waste any time and go slice her head off." Wolverine popped out his right claws to prove that he's serious.

"My sentiments exactly, Logan." Raven smirked.

"Agent Schnee. Take Ozpin and the ISO-8 to Dr. Richards. The sooner he completes the cure, the better. The rest of us will infiltrate Salem's realm." Black Widow ordered her Remnant counterpart.

"Understood, Natasha." Winter nodded.

"Does this mean I'm joining too?" Sun excitedly asked the Widow, thinking he's joined the Avengers or something.

"No! You're about 30 minutes away until full mutation. You are to find a bunker and lock yourself in immediately. Am I clear?" Widow sounded very angry when she ordered the monkey faunus, giving him a glare that frightens Grimm.

"Y-Yes, ma'am." Sun nervously saluted as he runs to the nearest bunker.

"Make sure to pack nachos." Spidey told him.

"Do you really have to go? Isn't there another way around?" Sonic asked, still frightened to death he has to dive deep underwater.

"Or, y'know, not go at all." Blake asked while also hiding her fright.

"What's wrong with you? I thought you loved the ocean?" Yang asked her shy cat faunus.

"Not when you're diving 20 feet underwater." Blake groaned before she and Sonic are forced to join the United Avengers inside the Web Cyclone.

* * *

 **En Route to the Oceans near the Kingdom of Vacuo**

Inside the Supersonic Quinjet, the aquaphobics of the united heroes are entirely scared motionless as they fly above the vast seas. "Dear me, the kids are absolutely petrified, and we haven't dived in the pool yet." Rouge said, noticing just how scared Sonic and Blake are.

"Hmph. Wimps." Logan insulted them.

"Shut up!" The scared teenagers shouted at the nonfazed mutant.

The Hero of Mobius growls that he's forced to enter Salem's domain through an underwater portal. "Darn that granny. I'm gonna clobber her for making us go underwater."

"She's done much worse things y'know." Raven sweatdropped.

"Alright, boys and girls, strap in, 'cause going for a dive." Spidey, now the one driving the jet, moves the steering wheel to descend into the oceans just as Sonic and Blake hug each other tightly as they make their descent deep into the clear blue oceans. They bypass all sorts of aquatic Grimm living underwater like a large Sea Feilong or the ones that look like a monster shark. Thankfully none of them attack the crew since they smell Salem's blood from Spider-Man. "Alright. Now what?" Peter asked himself.

' _Link Salem's blood with your Spider-Sense and use it as a radar. If Cinder's correct, you should be able to summon the portal.'_ Ero instructed Peter through their linked minds.

"I knew that." Focusing really hard to access Salem's blood, Peter's eyes turn red-and-blue, linking her blood to his spider-sense, but there appears to be another change to Peter's own skin. "Ugh. I can feel my skin crawling with malicious wrinkles." Peter whined.

"Seriously?" Ruby asked, prompting Spidey to take off his mask to surprise everyone that his skin is now as white and veiny like Salem's, including his hair. "Whoa. That's awesome." The little Huntress-in-training kinda like Peter's new look.

"Ugh. I look like Death. Where's the lotion?" Spidey whined, putting back on his mask.

"Spider-Man. Focus." Black Widow ordered the teenager with a facial condition.

"I am! Watch! Ugh. I'm gonna pulverize Salem for injecting her own blood in me. I wonder how she'll like it if I did the same to her? She might actually look gorgeous and gain a sense of humor." Spidey rambled while still searching for the portal. Eventually, after another minute of searching, the portal leading to Salem's domain reveals itself as a red scar at the deepest parts of the ocean floor. "Found it!"

"So can we get this over with already?!" Blake asked, not wanting to stay underwater anymore.

"We could slow down. Enjoy the view. Take a few pictures of the fish-."

"SPIDER-MAN!" Everyone in the ship yells at the blabbering Wall-Crawler.

"You guys are so impatient." Spidey rockets the jet to fly through the chaotic portal that shaking the entire ship through and through, but miraculously they survived the trip and found themselves at the shores of a barren wasteland next to the red ocean they flew out from. "Ladies and Gentlemen, welcome to…wherever this place is." Peter joked before landing at the shore.

 **Salem's Domain**

The United Avengers walk out of the ship, with Sonic and Blake the most grateful not having to spend another second underwater, observing their rocky surroundings sprouting mysterious purple crystals from the ground, noticing the sky is stained dark red.

"What a lovely place." Spidey joked.

"After so many years of searching, this is where Salem's been hiding all this time." Qrow said.

"So, where are we exactly?" Weiss asked while taking a quick tour of the creepy shoreline.

" **Sensors jammed. Cannot determine location."** Omega told his organic allies.

"It's definitely somewhere in Remnant, that's for sure." Yang said that after noticing the half-destroyed moon in the sky.

"We're also completely surrounded by Grimm. Thousands of them in the area." Iron Fist stated, using his mystical chi to sense a whole population of Grimm closing in.

"I'm also sensing some _weird_ energy coming from that castle dead ahead." Knuckles points the group to a large yet mysterious complex-looking dark castle filled with many towers surrounded by mechanical defensives most likely built by Eggman and Doc Ock. "It must be the Exo Stone! It has to be!"

"I can feel it too, surrounded with the doc's robots. Seems that they remodeled the area." Shadow said.

 **BGM-Mario & Sonic at the Olympic Games (Wii) OST-Let the Speed Mend It (Instrumental)**

Before they could decide how they'll proceed infiltrating the castle, they spot some mean-looking Grimm popping up from tar-like pools, some are the new Dark Gaia Grimm, but there are those Grimm that look more mechanical than the many native Grimm that lives in the world.

"Some of the Grimm have been robotized. I didn't think that was possible." Tails said.

"Nicole. Pilot the Cyclone Hulkbuster. We're tearing down this place, through and through." Spidey ordered, slowly powering up his Perfect Synchro aura and gets ready for the raid of his life.

' _You got it!'_ Nicole transforms the Cyclone to its Hulkbuster mode.

"Hehe. Finally. Time to go buckwild. Yeah, let's party!" Sonic grinned while making a badass pose as he pops out a Red Star Ring, absorbing its crimson power to grant him a red aura.

"I'm all pumped up if you are! Are we ready?" Ruby smirked to the other two, with her silver eyes slightly glowing.

"Avengers Assemble!" The three big-time heroes from their respective dimensions shouted, prompting the rest of their united allies to get in position to storm through this demonic domain despite the immense odds against them.

 **BGM End**

* * *

 **Deep inside Salem's Castle in a large circular room**

Salem's practicing some new moves using her Dark Gaia powers on some worthless Grimm while Grimadoom sleeps above a web net, but while they are relaxing they sense a loud disturbance coming from outside.

"Huh? What in the world?" Salem questioned, slightly wondering what all this ruckus is all about.

"Lady Salem! Lady Salem!" The female troll wizard and newest Egg Boss of Mobius, Wendy Naugus, worriedly running into the room where Salem and Grimadoom are occupying themselves in.

"Speak." Salem calmly told the wizard.

"Bad news! The Avengers are here and they're approaching the castle!" Wendy informed the Dark Mistress.

"What?! How did they get here?!" Salem asked, pretty shocked the heroes managed to find their way to her own realm.

"Oh, they're here already? I was wondering when that was gonna happen?" Grimadoom casually scratched his head while relaxing on his web net.

"Grimadoom. Did you know about this?" Salem aggressively stare at the lazy hedgehog from the ground.

"Hmm. Let me see…" Grimadoom mockingly scratches his face with one finger before answering. "I believe I _recall_ creating a portal that leads to this boring hell and must have _accidentally_ told Cinder about it so she could tell the Avengers. Oops, my bad. Boy am I klutz." He said, implicitly revealing HE'S the one that led the Avengers here.

"Why did you DO THAT?" Salem almost yells at the idiotic hedgehog.

"Didn't Doom wanted us to distract the heroes for the next three hours until midnight? I figured, 'Hey. Why not covertly invite them to destroy this castle with the chance of getting destroyed themselves'? I mean, I'm sure they've would found this place sooner or later with a little 'Chaos Control', so don't act all surprise. You can always move to Latveria. Besides, isn't it YOUR turn to lose to them?" The hybrid hedgehog asked his beyond pissed off creator.

"I will not lose." She tries her best to stay as calm as possible when saying that, sending a simple gesture to Wendy to follow her to another part of the castle.

* * *

 **Inside Salem's Malignant Castle**

 **BGM-Sonic and the Secret Rings OST-Unawakening Float**

With extreme ease and light-hearted recklessness, the Inter-Dimensional Avengers storm through the outer regions of the mysterious castle and successfully infiltrate to encounter more weirdness.

"What a castle." Blake said when entering the spooky mansion doors.

"It's only gonna weirder from here on out. Be careful." Black Widow advised her teammates.

"I gotta hand it to Salem. This place is epic." Sonic grinned.

The united heroes explore the large castle in hopes of finding Salem, making quick work of the Masters of Evil' spider-infected henchmen, ignoring the Grimm ghosts that's trying to haunt them. They quickly find themselves under the mercy of the castle's mind games as hallways like to stretch out to infinite lengths.

"What's going on?" Rouge asked.

"This castle's tainted with the Espeon Stone's power mixed with her magic, playing mind games with us." To escape this infinite hallway, Iron Fist blows an enormous hole in the wall with his chi fist so they could continue the spooky adventure, leading them to encounter a large Dark Gaia Titan.

"Watch out! This creature is made from Dark Gaia's energy!" Shadow warned the others after they dodged it wide club swing.

"So what's Dark Gaia again?" Raven asked while they fight against the titan.

"Classic monster god of darkness, y'know. Its minions are like the Grimm except they only come out at night." Sonic replied, helping Wolverine and Weiss attacking enormous beast.

"So you're saying Dark Gaia is like an alternate counterpart of the Dark Brother God here on Remnant?" Qrow asked, slashing the legs of the monster.

"Pretty much, yeah." Sonic said, watching Yang, Iron Fist, and Nicole-controlled Hulkbuster delivering the final blow to the titan so they could resume exploring the dark castle, encountering more of the bizarre gimmicks this palace unfolds like super Grimm badnik statues coming to life, then forced to destroy a disgusting Octo-Spider robot that's blocking their path which leads to an alternate realm that resembles heaven.

"Did we die and literally gone to heaven?" Spidey joked while exploring this heavenly realm.

"No, we're still in the castle!" Wolverine responded, using his nose to make sure.

"It's an illusion, probably because of the Espeon Stone!" Weiss proclaimed, then senses this illusion about to cave in on them, which will kill them somehow.

"We have to get out of here quick, before we're stuck here forever!" Tails said, pressuring the team to escape this divine illusion as fast as they can until they encounter a mystical orb switch with ancient runes on it.

"What's that?!" Ruby pointed to the switch.

" **Sensors indicate switch will deactivate the illusion, or could likely blow us up."** Omega scanned.

"I prefer the former, thank you." Spidey slapped the switch silly, causing an explosion of those runes to encompass their viewing until they mysteriously found themselves back in reality.

"We're free!" Yang said.

"Whoa, if that's what the Espeon Stone could do, I dread its full capabilities." Qrow said.

"Worry about that later. We're not out of the woods yet." Shadow said, moving on.

The team resume their search for Salem, dispatching the magic-based robots and demonic monsters blocking their path, pressing switches that causes the entire room to flip, playing around on Grimm-inspired trolleys built in an underground cavern with a giant Salem statue mounted in the middle.

"Was Salem so bored for the past four thousand years that she actually made a sculpture of herself? She desperately needs to see a therapist." Spidey quipped during the adventure. Unexpectedly, the Avengers find themselves back in another crumbling illusion, this time in devilish-looking underworld that resembles hell.

"Ugh. Again?" Yang complained, getting tired of these mind games.

"There should be a switch somewhere that'll take us back." Knuckles said as they escape the illusion realm. As they run in this hell hole, they come across demonic statues depicting the Masters of Evil.

"Hey. Why does that one statue look familiar?" Spidey questioned the metal-faced man statue with a cape but quickly dismisses the thought once they escape the illusion.

" _I'm sensing we're getting closer."_ Nicole informed the group after finishing off another batch of mindless pawns.

"Aww. Just when I was beginning to have fun." Sonic joked.

"Quit yar whinin'. I'm smellin' trouble." Wolverine sniffed the air, leading his senses to a small floating doll that resembles Tails and has a metal rod protruding out of its top. "What the heck is that thing?" The mutant questioned, but Team Sonic and Spider-Man are fully aware what that thing is and how powerful it is judging from their terrified screams.

"AAAAAHHHHH! TAILS DOLL!" Spidey screamed, remembering his last encounter with the demonic doll during his first adventure with Sonic.

"RUN! RUN! RUN! RUN!" Sonic repeated, running as fast as he could along with the other three away from the 'innocent' doll, leaving those unaware of Tails Doll true nature completely confused.

"Wait, why are you guys so-?" Ruby's question was cutoff when her spider-sense blazes like crazy, and it's all coming from Tails Doll who transforms into a 100-foot, roaring spider monster Grimm that vaguely resembles Tails, about to chase them. "NEVERMIND! RUN AWAY!" Everyone except for Shadow, Wolverine, and Omega scream for their lives, joining Team Sonic and Spidey on a huge spider web that they can grind on to escape the roaring Grimm Doll.

"WHY DOES EGGMAN KEEP REBUILDING THAT THING?!" shouted a terrified Sonic.

"AND WHY DOES IT ALWAYS RESEMBLE ME?!" questioned a beyond frightened Tails.

"I SAID IT BEFORE AND I'LL SAY IT AGAIN! I'M NEVER SHOPPING AT TOYS "R" US EVER AGAIN!" shouted a scared Spidey.

The walking tank himself, Omega fires all weapons to distract the Grimm Doll from getting any closer, and eventually, with their powers combined, the heroes were able to knock the doll off balance, causing it to fall to a bottomless pit.

"Oh man. Who knew dolls could be so scary?" Weiss asked, practically petrified like almost the rest of her friends.

"I think my heart stopped." Blake said after they hopped out of the spider rails.

"That was awesome! Dontcha agree, Ruby?" Spidey asked acting so nonfazed from all of that.

"Totally!" Ruby smiled.

"Too easy. Piece of cake." Sonic smirked.

"I'll never understand how you kids could stay so cheerful." Raven sweatdropped, feeling like passing out at any moment as they quickly approach the doors leading to a giant chamber.

 **BGM End**

"I believe this is our destination?" Black Widow asked in front of the huge doors.

"She's behind there, along with another." Wolverine said, popping out his claws.

"How do we open the door?" Ruby asked.

"Sonic, you know what we can do at times like this, right?" Spidey asked his favorite blue blur.

"Yeah." Sonic smiley nodded, slowly walking up to large doors so he could say, "Open! Sesame!" He hollered.

There's dead air for about five seconds until both the Spider and hedgehog say, "No reaction," which earns a whack to the head from Weiss.

"You two are idiots." Sighed Raven. "Yang?"

 **BGM-Rurouni Kenshin OST-The Last Wolf Suite**

"Got it, mom." Her blonde daughter cracks her knuckles, and with the help of Iron Fist and Knuckles, they punched out the door with a simple punch, leading them to a large empty purple room filled with the crystals from outside the castle.

"Look! Up on that ridge!" Iron Fist points the team to Wendy Naugus and a hooded Salem standing on a crystalized ridge.

"Hey! That's Wendy Naugus!" Tails recognized the troll wizard standing by side.

"Long time no see, fox boy!" Wendy devilishly smirked to her young foe, still holding some resentment towards the two-tailed fox after he stopped one of her plans so long ago.

"Two oldbags working together? How fitting." Sonic joked.

"Yo! Yo, Salem! Is that you under that hood? Are you that shy to greet your ol' pal, Spidey, or…" Spidey slowly stops taunting the Grimm Master once she takes off her hood to reveal her astonishing, young new look, completely stunning the heroes on her complete redesign. "Oh. Oh wow. You finally put on make-up. That's impressive." The Spider said, wide-eyed to think a young-looking Salem could look so beautiful.

She smiled at his nice compliment, "Hmm, you like?"

"Not really." Peter replied, annoying Salem.

"What an upgrade. I'm ashamed to admit it, but I might fall for her." Qrow shamefully admitted.

"Keep your head in the game, lover bird." Rouge told the Huntsman.

"Hmhmhm. I have been SO looking forward to seeing you again, Spider-Man, as to your Other." Salem smirked, especially when she notices the Other appearing in spirit form next to Spider-Man.

" _Hmph. So, you used Dark Gaia's power to restore your health, correct? Such a child. Do you honestly think that'll help you?"_ Ero asked the Dark Queen, narrowing his spider-pattern eyes right at her nonfazed face.

"I'm sure it will, know that I've also mastered the powers of a spider thanks to my fully enhanced Spider-powered symbiote." Salem proclaimed.

" _Don't be ridiculous. You're only mastering your own demise, again. You should be grateful that we let you live the last time we fought. I assure you, that'll be the first and ONLY time we will show you any form of mercy."_ The Other said in such a menacing tone it causes Salem to flinch in fear for a split second, something he caught wind of immediately. _"Hmhm. I sensed it just now. Don't hide it. You're just a fraction of your old self. Pride and mind has been completely shattered. You don't have that annoying, overwhelming stench from before. You're nothing more than weakling prey that doesn't deserve to be hunted."_

"But we're gonna do it anyways, since we're already here." Ruby threatened the Grimm Master with her scythe.

The young Salem grunts but quickly calms herself, forming a confident smile. "I suggest you rethink those words, Great Totem, especially when I have THIS in my hands." She holds out the cosmic green Espeon Stone in her hands, shocking the heroes.

"It's another Exo Stone! The Espeon Stone!" Blake pointed out.

"So the Masters of Evil really do possess it." Shadow said, crossed armed.

"Ohohoho. You've already tasted a speck of its power, haven't you. Such power can redefine the very laws of fate itself." Wendy laughed as Salem teleports the stone away.

"Where did you send the gem, Salem?" Black Widow asked the Grimm Witch.

"More importantly, where's the Master Emerald?" Knuckles demanded.

"Both back with the other Masters to complete our plans for the death station. In such a few short hours, our utopia will finally be realized once we dispose of you, wannabe heroes." Salem said.

"Couldn't you take over the world _after_ summer vacation? I mean, have you forgotten how I kicked your old butt across three dimensions and an alien planet? You out of everyone deserve a break after the smack-down of the millennia." Spidey joked.

 **BGM End**

"Ooooo. Such bravado." Wendy clapped, complimenting Spider-Man's spirit and confidence.

"Don't worry, Spider. This time, I've come _extra_ prepared to take your lives as well as the Chaos Stone." Salem flaunts her right arm straight to the sky. "I call on upon you to exterminate these pesky intruders! Come out, my servant!"

 **BGM-Sonic Adventure OST-Strain**

With that simple call to action, the reborn Salem's servant starts to appear as a humongous puddle of red water from the ground, slowly forming itself into an aquatic spider/scorpion beast with a pink brain, standing on eight spider legs, possessing a grotesque monster spider face on the front, and has black reptilian skin covering most of its body.

"What the-Chaos?!" Sonic asked, surprised.

"Chaos?!" Black Widow questioned the hedgehog on the identity of the creature.

"The Guardian Chao that lives inside the Master Emerald for thousands of years, now they've freed him and turned him into some Grimm monster!" Knuckles explained.

"So we're dealing with a corrupted water god. This is just excellent." Yang sarcastically joked.

"Hmhmhm. Thanks to the Exo Stone and the Spider-Virus, the Chaos Grimm is extraordinarily powerful, and best of all, completely under our control." Salem told the heroes.

Wolverine growled, "You're gonna pay for this, lady!" He said, popping out his claws.

"No I won't. Tata, mortals." Salem tauntingly waved at the heroes before teleporting herself somewhere else in her castle.

"Go after Salem! We'll deal with Chaos!" Black Widow ordered the D-Avengers.

"Don't have to tell us twice! Let's go, gang! See ya, Chaos!" Spidey and his team dodge the many tentacles of Chaos-G so they could track down Salem while the Secret Avengers and Nicole-controlled Hulkbuster deal with Wendy Naugus and her mind-controlled beast.

 **BGM End**

 **BGM-Sonic Adventure OST-Boss Chaos ver. 6**

"Kek. Those fools have no idea what they're up against. Now, Chaos-G, eliminate the pest that stand before your might!" The troll wizard cackles, leaving a roaring Chaos-G to confront Black Widow's team of Avengers.

"Any advice, Nicole?" Black Widow asked the Mobian A.I.

" _Chaos is weak to ice or electricity, while his brain serves as a weak point. Those should do the trick."_ The Hulkbuster Nicole replied to the SHIELD agent.

Natasha smirked, "Sounds easy enough. Avengers Assemble!"

The Black Op Avengers assault the Grimmified Chaos-G with frantic attacks, but none of their attacks seem to be leaving a dent on this living liquid. The transformed Chaos fires spiky water needles from its body that scratches some of the heroes, but they were able to come out just fine.

"Nicole, cover me! I'm heading for the brain!" Shadow said, spin dodging a few water energy spider-blades.

" _Hey Chaos! Chew on this!"_ Nicole fires electricity-charged repulsor blasts at Chaos, stunning the beast so Shadow can use a Chaos Spear-charged homing attack to its tiny brain, breaking the monster into a giant puddle of water for a bit until it reforms.

"Ah! Meddling brats! That trick won't work twice!" Wendy growlingly freezes the arena with her ice magic, causing some of the heroes to almost lose balance. While they're distracted, the corrupted water god swipes at the secret agents with its large tail.

"That's it, ugly! You're goin' down!" Wolverine races to confront the beast, slashing away its many water tentacles in the shape of Perfect Chaos' roaring head, but would've lost his balance on this icy terrain if Iron Fist didn't shatter it with his aura fist. "Thanks, Fist!" Logan said before claw uppercutting the water monster.

"Omega, are you packed with ice missiles?" Qrow asked the walking arsenal.

" **Absolutely, annoying human pigeon."** Omega replied, making fun of Qrow.

"For the last time I'm not a- Oh, whatever! Just use them!" Qrow said.

" **Affirmative, birdman."** Omega launches a barrage of ice missiles at the Chaos-G, freezing it just long enough for Qrow and Raven to double-slash its brain, deforming the beast for a little while until it reforms again, this time taking a tarantula-inspired version of his Perfect Chaos form, encompassing half of the crystal chamber.

"Haha! Yes! Now you face the Chaos Grimm's true terror!" Wendy boasted with another cackle, but this leaves her distracted for Black Widow to shock her to unconsciousness with her batons.

"Stand down, troll." Widow said, hopping down the ledge to help her fellow Avengers take down Perfect Chaos Grimm.

" _Really_ wish Thor was with us." Raven quipped, back flipping away from destructive energy blast that shakes the entire castle.

Rouge flies above the monstrous liquid to drill-kick through its body but found herself temporarily stuck in-between until Iron Fist frees her by unleashing his full power to devastate Chaos with a powerful energy fist to the brain, completely blowing up demolishing the water god.

"You okay?" Iron Fist helps the bat thief up her feet.

"Y-Yeah. Thanks…" Rouge said while coughing out water.

Thanks to Iron Fist's light chi energy, Chaos is free from the rage-filled corruption of the Grimm, transforming itself back to its benevolent Chaos Zero form. "Good job, Avengers. Now let's hope Spider-Man's team are just as successful." Black Widow said.

 **BGM End**

* * *

 **The very top of Salem's Illustrious Castle**

 **BGM-RWBY OST-Divide (Instrumental)**

With nowhere left to run and hide, the D-Avengers corner the wicked Salem on a large square platform surrounded by purple torches and demonic-looking symbols on her rooftop.

"You're not getting away this time!" Ruby declared, pointing her scythe to the Shadow Witch.

"Hope you're ready to party!" Sonic cockily smirked while stretching his legs.

"This looks like checkmate, Salami!" Spidey said, with his mystic eyes glowing and perfect aura enveloping his being.

"Hmph! Then expect no mercy from me! Avengers! Prepare to face oblivion!" The Dark Lord, Salem rises to the air in the center of the arena, releasing her intimidating energy that is so powerful, numerous lightning bolts strike around her castle. "I'll show what real despair is!" She declared, clenching her fist.

"This is it, guys! Don't hold anything back!" Spider-Man encouraged his teammates as they head to battle.

"You got it!" Ruby confidently smirked as all of Team RWBY activate their Maiden Style Change.

"Let's have some fun!" Sonic grinned as he holds out another Red Star Ring, using Weiss' glyphs to transform into Elec Sonic, granting him light-purplish fur with lightning marks as well as electricity powers.

Those with projectile firing capabilities shoot down Salem from the sky, allowing Sonic and Ruby to combine their powers and double boost to attack the dark queen, but she was able to block and counter their team attack with her brand new, mystic web glyphs with her hands, forming a powerful web tornado that blows away the competition.

"Impressive. You used science to grant your friends Maiden-like powers." Salem complimented Spider-Man while countering his and Knuckle's heavy coordinated attacks with a mystic dome.

"You like? You've seen nothing yet." Spidey smirked, kicking her dome to Blake's vicinity as she uses a combination of Power Woman Soul Unison and her shadow clones to form a small army that decimate her defensives, which allows Tails to tail-sweep her feet for Yang to brutally stomach-punch her to an electrified homing attack from Sonic since she's still weak to electricity because of her symbiote.

"Hah! Is this your best? You have nothing on Erazor Djinn." Sonic taunted, which led him to eat his words after being pummeled around by giant thick web tendrils from the castle, but the hedgehog quickly got his footing back, bouncing off the enormous tentacles to shockingly knock Salem away with a booming spin dash.

"Here we go!" Sonic and his Mobian friends stand by Spidey's side so he could web them up in a ball, then spin them around fast enough to transform the four of them into a multi-colored human tornado charged with electricity.

"Electric Cyclone!" Spidey rushed towards Salem, practically drilling right through her body with their combined tornado before being blasted apart, scattering the four gentlemen across the arena.

"We're the stars of this party!" Sonic smirked.

"With all of us working together, we're unbeatable!" Blake smirked with supreme confidence they could win.

"So let's see what you got!" Yang smirked as her eyes and hair glow with ferocious power.

"Don't get ahead of yourselves just yet, troublesome insects!" Salem grunted as her energy rises up to new heights and new magic tricks. "I invoke the chaotic flames of Dormammu!" Her body is surrounded with hellish flames and unleashes tremendous pillars of mystic flames that would've burned the heroes alive if they didn't dodge in time.

"Where did you learn to do that?!" Weiss asked the dark queen.

"A great sorcerer from another world taught me. I dare say he possess magic that surpass even me." Salem evilish smirked.

"He?" Tails repeated what she said before forced to dodge her hellfire once again.

"Don't think you're the only one who knows magic, granny!" Weiss summons the Vapors of Valtorr, extinguishing the flames with a powerful mystic maelstrom that temporarily overpowers their mystic foe.

"I commend you, child. You have the spirit of a great sorcerer. Dr. Strange taught you well." Salem praised Weiss's mystic prowess by attacking her with the Demonic Fangs of Sligguth, but then finds herself tangled up in webbing by Spider-Man and Ruby only to easily break out and retaliate with a mystic glyph that summons a triangular energy blast.

"Spider-powers are truly amazing, aren't they? I dare say their potential surpasses even the Maidens." Salem said, firing multiple blasts at the dodging Avengers.

"How can crawling on walls better than controlling the forces of nature?" Spidey asked, blinding Salem with his webbing so Knuckles could deliver a knuckle-sandwich to the chest.

"I thought you and your Other should know that by now. With the powers of a spider and Dark Gaia at my disposal, I've become the STRONGEST Spider-Totem in all of existence." Salem proclaimed, conjuring up four giant floating fist made of webbing to beat on the heroes.

" _Oh? Are you that desperate to die, worm?"_ Ero menacingly asked Salem that because he considers himself to be the strongest Spider-Totem and greatly takes offensive to anyone that says otherwise. _"So be it. Parker. Show her the fruits of your training. Show her what the ULTIMATE Spider-Totem can really do."_

"Haha! You hear that? My inner spider just told me to kick your ass!" Spidey surrounds himself in his purple aura, reeling back a huge cannonball web fist with black thick, harden web silk that completely devastates Salem once he collided his fist with her face. "Nuh-uh-uh! Not done yet!" He pummels Salem to the ground with barrages of his web cannonball fists, then when he's done, he allows Ruby to launch an attack she's been meaning to test.

"I've been wanting to try this out!" Ruby morphs her gun-scythe to a large red energy cannon, something she recently built all by herself. "Here's my Monday's best! ISO Proton Cannon!" She shouts, enveloping Salem in a purple beam of pure ISO energy, which definitely done some outlandish damage to her.

 **BGM End**

"I can smell victory!" Weiss smirked.

"Accept your defeat already, dirtbag!" Knuckles shakes his fist at her.

"And pay up your bills too! This castle is WAY past its rental date!" Spidey joked.

"I won't go down so easily! I still have one more trick up my sleeves!" Salem drops out of the rooftop arena, only for seconds later she rises back up but piloting the malevolent ghost spirit of the enormous Dark Gaia that takes the color scheme of the Grimm and sprouting six spider legs from its serpentine-like back.

"Is that Dark Gaia?" Blake asked, a little worried.

"Not the real one! Just its spirit form!" Sonic replied.

" _So, you really have mastered Dark Gaia's power thanks to the ISO-8 in such a short amount of time. I'll admit, I'm impressed."_ The Other complimented Salem's mastery of Dark Gaia's destructive energy.

"I was on the brink of death thanks to you and Spider-Man. With the Dark Gaia ISO-8 crystal, I was reborn as a reincarnation of the ancient beast itself, similar to Mr. Parker as the Great Weaver's reincarnation. Its dark power rivals that of the gods here in Remnant, which makes the most sense considering their alternate counterparts of one another." Salem explained to the heroes.

"I've beaten Dark Gaia before, lady! This is nothin'!" Sonic grinned with such confidence.

" _The Great Weaver also once beaten Dark Gaia with the help of Light Gaia, and truth be told I've been eager to fight this primordial prey for eons now."_ The Spider-Monster God creepily smiled. _"So even if it's only its ghost, I'm looking forward to this battle. Let's go, Spider-Man!"_

"Wait, now?" Spidey quickly asked his other.

" _Yes, now!"_

"Alright, fine! Weiss?" Peter turned to his local summoner.

"I know, webhead!" She replied.

 **BGM-Dragon Ball FighterZ OST-Android 21 Theme**

She gestures Sonic to throw her the Chaos Stone so she could absorb its power. Then, while surrounded in a watery vortex, Spider-Man and Weiss find themselves inside a gigantic version of Ero, but only half the size of Dark Gaia's ghost, taking the appearance of an armored-up, azure blue spider knight holding six chaotic-looking blades.

"Whoa! So cool! God versus God!" Ruby said in utter excitement to watch a battle between gods.

" _Even with the Chaos Stone's power, I can't sustain this form for long. We have to finish this, and quickly."_ Ero explained, still weakened because of the cluttered Web of Life.

"Alright! Let's rock 'n roll!" Spidey cracks his neck, excited for battle.

"Arma Arachnid, prepare for battle!" Weiss pointed Ero to his target, roaring at his enormous competition.

Salem laughs while piloting the Dark Gaia Ghost inside its transparent head, "I too am looking forward to this fight. Bring it!"

The Arma Arachnid furiously roars with multiple swords slashes that damages to the Gaia Avatar, countering every blow the Dark Ghost retaliates with his absolute speed and agility of a spider-god. Eventually, the Gaia Ghost was able to hurt Ero with a few claw swipes, irritating the divine spider to grab ahold of one of its claws so he could reel himself in for a furious head-butt.

"Nice one!" Knuckles commentated on the fight along with the rest of the D-Avengers not participating in this epic showdown.

The Other temporarily replaces his six blades with six aqua fist of pain to brutalize the Gaia Ghost with his martial Spider-Arts, narrowly dodging an enormous laser to land an uppercut, then ties up the ghost of eternal darkness with large thick webbing so he could bite his fangs into its ghostly flesh.

"Get off of me!" Salem commands her dark avatar to swipe Ero away like an annoying fly. "This is your end!" She charges up another dark beam so she could decimate the Other.

"Ero!" Spidey warns his partner of the incoming danger.

" _I know!"_ Ero charges up his own mouth blast made of blue chaos energy. _"Chaos Kumodama!"_ He fires his mouth blast at the same time Salem fires her own, causing the two destructive beams to collide with their great energy, decimating a portion of the castle as well as anything in a 30-mile radius of this realm. _"Grr. Annoying pest."_ Ero cursed to see the Gaia Ghost barely sustained damage during the collision.

The Dark Ghost quickly teleports to another side of the castle to blast at the spider-god with its spider-legs, but Ero's quick reflexes helped him escape the blast by protruding his own spider-legs to jump into the air. _"Messatsu Gou Hadou: Chaos Ogumo!"_ Ero unleashes six deadly beams of chaotic energy with his spider-legs to destructively damage Salem, but she was able to protect herself with a barrier.

"You're gonna have to try better than that, spider!" Salem taunted, using her magic to produce a storm of dark meteorites to attack the Arma Arachnid.

"Activate Web Shield!" Weiss said, allowing Ero to protect himself from the storm with a hand web shield, countering with gigantic web shurikens made of energy, but this eventually leaves him vulnerable to a barrage of dark blast that almost makes him fall on the rest of their friends.

While barely escaping being smooshed, Ruby notices some of the meteors that Salem summoned on the arena and gets an idea. "Guys! Let's knocked back these meteors!" She commanded the rest of her team.

"Cool!" Sonic agreed with a thumbs up.

With their spider strength and special techniques, the remaining D-Avengers were able to knock back the stranded meteorites right back to Salem's Gaia Avatar, staggering her for a chance for Sonic and Ruby to attack as they hopped on the last remaining meteorites so they could attack her giant ghost eyes.

"You fools!" Salem cursed at the interfering 15-year-olds that smirkingly blinded her avatar. This leaves her vulnerable for the other Avengers to tug her to the floor with their combined webbing, teaming up for a singular assault to the part that's protecting Salem while she's left defenseless to commands her ghost.

" _Now you're mine, vermin!"_ Ero intimidating said, grabbing the Dark Gaia Ghost so he could stab it viciously with his spider-blades. _"You're outclassed! Prepare to suffer!"_ Unleashing even more power from the Chaos Stone, Ero was able to transform himself into a three-faced, six-armed construct version of itself holding multiple blades. _"Accept Death's calling! Arachnashura!"_ Ero completely dominates the battle with destructive coordinated flurry of lightning-fast slashes, killing the Dark Gaia Ghost but not Salem herself because he wants to crush her with his own multiple hands and slam her straight through multiple floors of her castle until they and the teenage heroes find themselves back in the crystal chamber with the Secret Avengers as a thundering thump.

" _This is the true power of a Spider-Totem. Don't you forget it."_ Ero warned the beaten Salem before he deforms the transformation, releasing Spidey and Weiss.

 **BGM End**

"Whoa. Do I want to know what you were doing?" Qrow asked the D-Avengers.

Spider-Man chuckles for a bit, "Probably not."

"How could this be…I am supposed to be the strongest..." Salem weakly said, clinching onto one weakened arm on her knees.

"With all of us working together, there's no way we could lose." Ruby mocked Salem with a finger wag.

"That was a great party. Invite us again some other time." Sonic grinned.

"Just without the murder and turning people into monster spiders." Spidey joked.

Even though she lost big time, Salem softly chuckles as she slowly gets up despite her weakened state. "That was truly an excellent battle. You and the Other. Only you could make my heart _race_ with excitement, I don't know how. I'm oddly kinda attracted to your…unique characteristics." She said with a smile.

"Well that's creepy." Spidey casually said.

"Is she implying she might have a crush on you and Ero?" Weiss asked the webhead.

"And that's even more creepy." Spidey casually responded while Ero tiredly groans.

"Not as creepy as a ghost girl having a crush on ya, 'cause that kinda happen to me one time?" Sonic asked, remembering during one point of his Shattered World Crisis with Chip that he met a ghost girl who was in love with him, mostly as the Werehog that is.

"WHAT?!" All of Team RWBY shouted in unison.

Logan grunted, "You two are both weird, I tell ya?"

"Oh like you have room to talk, old man." Raven glared at the mutant. "Aren't you like at least a century-year-old man that dates women that are WAY younger than you?"

"Yeah. Whatcha getting' at?" Logan casually replied, causing Raven to sighly roll her eyes around while Qrow laughs at her expense and Chaos simply looks confused.

"Salem, it's over. Call off your Masters of Evil and come with us quietly." Black Widow said to the defeated witch, but all she receives is a small chuckle.

"You think I'M the leader of the Masters of Evil? That's a funny joke." She replied.

"Just as we expected. Who is the real mastermind behind all this? You have five seconds to start talking." Shadow threatened the beaten queen.

"He's a man I've come to respect in such a short amount of time. He's the one that freed me from that cursed inter-dimensional prison. He's the one who harbors the secrets of the Exo Stones, as well as the one who caused the Pulse." Salem hintingly answered the black hedgehog.

"What?! You and the docs are working with the one that released the ISO-8 onto Earth? Who is this maniac? Tell us. Please." Spidey kindly asked.

"And spoil the surprise?"

 **BGM-Megaman X8 OST-Boss Confrontation (Demo 3)**

Then out of nowhere, a wild Grimadoom teleported himself right next to one of his four creators. "You! Grimadoom!" Shadow said with a mean glare once he noticed his dark clone.

"So this guy's Grimadoom? So he's our clone?" Spider-Man asked now that he's confronting Grimadoom face-to-face for the first time.

"Yes, yes. Praise me, adore me, I love the attention." Grimadoom smirked before changing into a more serious demeanor when confronting the weak Salem. "Hmph. How pitiful. I told you we're gonna lose and you still ignored me. Your defeat was well deserved, mother."

"Tch. Don't you mock me." Salem glared at her creation.

"Not mock. Tease. There's a difference." Grimadoom sassily responded.

"Alright, Grim. Now that you're here, ready for a rematch?" Sonic asked his clone brother.

"Ohoho. Not yet, Sonic. I rather we delay our _final battle_ until later. Besides, this isn't a proper place for an epic battle, considering this place is increasingly becoming unstable." Grimadoom said as the entire castle starts to crumble with tons of explosions happening throughout the palace.

"The castle! It's falling apart!" Ruby noticed.

"Grimadoom! What did you do this time?" Salem shouted at the hybrid hedgehog.

"Me?! I was sleeping. YOU were the one that's destroying your own home because of your recent failure." Grim shrugged. "Oh well, it's no big deal. Time is running out, for the heroes I mean. I advise we all get out of here, but it won't change your fate. So long, heroes." After that ominous send-off, Grimadoom teleports both himself, Salem, and Wendy Naugus somewhere else while the entire castle is about to crumble down on the heroes.

"Who has the Chaos Stone?! Give it to me now!" Shadow hurriedly rushed the person holding the Chaos Stone to toss it to him so he could activate Chaos Control and teleport themselves out of the castle before it completely blows up to smithereens.

 **BGM End**

* * *

 **Doom's Castle**

 **BGM-Megaman X4 OST-Stage Select (Sigma)**

Inside his castle, the true leader of the Masters of Evil, Dr. Victor von Doom quietly walks through a hallway with the Espeon Exo Stone in his hand. _"It's all going according to plan. Soon, I will have all the necessary means I need to control this world. Now that I'm aware of what the Espeon and Chaos Stone are capable of, there might be no need to locate the other six. Nonetheless, the heroes' days are numbered, and the Masters of Evil will be the dominant rulers of our dimensions."_ Doom chuckled ominously as he continues walking down his castle's hallway.

 **BGM End**

* * *

 **BGM-Dragon Ball Super OST-Limit-Break x Survivor (Preview)**

 **Sonic: I'm Sonic. Sonic the Hedgehog. We beaten Salem, but it seems she's not the leader of the Masters of Evil. So then, who is? I guess we'll have to worry about that later. Tarantula is trying to sabotage the Spider-Cure. I dunno who this guy is, but we can't let him destroy our only chance to save our friends. It's time to take you down, Spider-Creep!**

 **Next time on D-Avengers: Spider-Island DX:**

 _ **Spiderling Rivalry**_

 **Sonic: Wait. So Tarantula really is…?**

* * *

 **KFX Here: We're almost at endgame folks. Just about four more chapters left until this's over. And also, if you have a problem with my choice of music, then I'm sorry but that's how it is. If I find a song that fits a certain scene I'm gonna use it, no matter its origin. So if I'm gonna use Dragon Ball music 20 times, I'm gonna use it 20 times because I find it fitting. If you still have a problem, stop reading or get used to it because I'm not changing.**


	18. Issue 15: Spiderling Rivalry

_Issue 15: Spiderling Rivalry_

 **Castle Doom**

Inside his medieval throne room, The Latverian King sits quietly on his throne, observing the chaos his Spider-Island Virus has spread throughout all three dimensions from three holographic screens.

" _Two hours remain until we are forced to teach these peasants who're their true masters are."_ Dr. Doom monologue to himself, changing a screen to Dr. Eggman and his robot lackeys working on the enormous Doom Sanctorum Station. _"Dr. Eggman. How's the progress on the space station?"_ He asked the Mobian Dictator.

' _Ohoho. We're just about done. All that's left is stabilize the Master Reactor then we're good to go.'_ Eggman evilishly smirked through the floating screen.

" _Excellent. I'll speak to you again shortly."_ Doom said, changing the screen to speak with Dr. Octopus in another lab. _"Dr. Octavius. How are negotiations with each worlds' government?"_ He asked the eight-armed scientist about his dealings with Earth, Mobius, and Remnant.

' _As expected, they're annoying stubborn to accept our demands, a mistake they'll surely regret.'_ Otto replied to the metal-face monarch.

" _Indeed. Continue with your work,"_ Doom cuts off the line before thinking about something else. _"Now, what's the status involving Salem?"_ And just the moment he finished wondering that, he sees Grimadoom teleporting himself, a weakened Salem, and a tied up Wendy Naugus into his throne room.

"Hey, Doom Guy. We're back." Grimadoom casually waved at his father.

" _Judging from your pathetic appearance, I take it you failed destroying the Avengers."_ Doom leered at his beaten sorcerer-in-arms.

"Oh, she failed alright. I was there. Didn't really watch. Mostly sleeping in the other room." Grimadoom chattered.

" _Quiet!"_

"They were a lot stronger than I anticipated, but at least it kept them distracted. Wish it didn't involve the sacrifice of my home." Salem said while dusting away the dirt from her clothing.

" _You are always welcome to stay here. Now go clean yourself up. The endgame is approaching."_ The Doom Lord ordered Salem.

"As you wish, Victor." Salem respectively bowed to the Latverian Monarch, with her and Wendy walking away from the throne room, leaving only Grimadoom and Doom by themselves.

"I don't wanna rain on your parade, but I believe Mr. Fantastic is just about done completing his cure for your Spider-Island test-run. Should we do something about that?" Grimadoom asked Dr. Doom.

" _Richards…"_ Doom says that with slow-cooking malicious that his most hated arch-rival is about to ruin his plans once again with his supposed 'supreme' intellect. _"Yes. We should do something about that. But let Doom see for certain if your right. With the power of the Exo Stone, I'll see through the mind and eyes of any loyal subject within the Baxter Building"_ Using his mind connected with the Espeon Stone, Doom searches to see if any of his spider-infected minions are with Reed now.

* * *

 **Baxter Building**

"This is very brave of you, Ms. Brant, volunteering to be our first test subject. But I assure you, I've run thorough scans. This serum is perfectly safe." Reed Richards said to Betty Brant in his lab holding a syringe with the completed Spider-Cure, with Jessica Drew's Spider-Woman and Sir Charles the Hedgehog from Mobius standing by his side. "And if my calculations are correct, you'll be completely cured of the Spider-Island Virus. Ready?" He asked the infected secretary of the Daily Bugle.

' _No!'_ Dr. Doom telepathically reaches out to his infected subject.

"No." Betty obeyed her master.

' _This isn't a disease, my child. It is my gift to you and the world. Don't listen to Richards. Don't let him take away your gift without a fight!'_ Doom said to convince Betty not to take the cure, forcing her to start transforming into a spider-monster.

"Dr. Richards! Look out! She's turning!" Sir Chuck exclaimed.

"Impossible! I've charted Betty's progress. She's not due to transform for hours." Reed said, trying to keep her still so he could inject the cure.

"Tell HER that!" Spider-Woman said, and with her spider-strength and Richards' stretchy arms, and some help from Chuck, they were able to keep the mutated Betty in place. "So, Reed, you wanted to make sure your artificial anti-venom works? Guess it's time to see just how _fantastic_ you really are!" She quipped, having a hard time keeping the hissing Spider-Betty pinned down.

Richards quickly administered the cure into her bloodstream, and in a few short seconds, the mutated Betty slowly transforms back to human, unconscious but completely cured of the Spider-Virus.

"It worked! You did it, Reed." Chuck said happily.

"Thank you, Sir Charles, but something tells me there's another force at work here. Someone that forcefully commenced her transformation." Dr. Richards said.

"It has to be the Masters of Evil, no doubt, but whatever. Looks like your serum's good to go." Spider-Woman said.

* * *

 **Back at Castle Doom**

Dr. Doom furiously slams his armored fist to the arm of his throne now that he knows for certain his mortal enemy completed the cure to his maniacal plan. _"Damn you, Richards! He perfected his precious cure! It's only a matter of time until he administers it to the other infected worlds."_ He quickly calls upon the Jackal who is still stationed in New York.

' _Huh? Whaddya want, Doom? Kinda busy at the moment.'_ Jackal said to Doom.

" _Warren! The heroes have completed their cure. It must be dealt with. Permanently. Infiltrate the Baxter Building and dispose their 'last hope', otherwise you will face INCREDIBLY, harsh punishment."_ Doom terrifyingly threatened the cloning professor, which does instill a bit of fear into the mad villain.

' _As you wish, Doom. Thankfully, my pet Tarantula knows the best ways to infiltrate the Baxter Building undetected. He knows how Spider-Man THINKS. He knows all his clever little cheats and shortcuts.'_ Jackal devilishly smiled from the screen.

" _You better hope he does, or it'll be your last, professor."_ Doom menacingly leered through his metal mask.

* * *

 **Remnant, Haven Academy**

"Am I hearing that, Reed? You've finished the cure?" Spidey asked. After the D-Avengers and Secret Avengers destroyed Salem's castle and rescued Chaos, they headed back to Haven Academy to rest up until Dr. Richards called them about his completed Spider-Cure.

Reed nodded from the holographic screen. _'Indeed. Works like a charm. We've also managed to cure Ozpin and he's currently asleep. For now, I want your team to come right back to Earth. Sir Charles created a machine that'll disperse the cure to each world, but the rampaging spiders outside are quickly gathering our attention. Head to the underground facility of the Baxter Building. That's where you'll find it.'_

"Got it." Spidey responded.

"Haha! Nice! You really are fantastic, Reed." Sonic smiled.

"We'll stay here protecting Haven. The spiders here are also increasingly becoming aggressive." Black Widow informed Spider-Man.

"Understood." Spidey nodded.

"Are you gonna stay here and help them out, Chaos?" Ruby asked the ancient water god, who quietly nods in responds. "Awesome! We'll see ya later." She high-fived the water beast before she and the other D-Avengers head back to the Web Cyclone for take-off.

"Take care! It's up to you now!" Qrow shouted as the Quinjet leaves for the skies.

"Whew. It's about time they completed the cure. I can slowly feel myself growing extra hair." Weiss checked her hand, as she and the other infected Avengers, except for Knuckles who wasn't around to get infected, can slowly but surely feel the mutations starting to happen at any moment.

"It's amazing how you guys have hold out for so long, when everybody else have already mutated." Spidey said from the cockpit with Tails.

"We're pretty stubborn like that." Yang smirked.

"Activating Inter-Dimensional Warp Drive!" Tails said, opening a spacetime portal that immediately transport them back to New York airspaces.

 **Prime Earth, Manhattan (Or Spider-Island)**

The entire teenage superheroes look out the window to see thousands of mutated spiders rampaging through the city, forming nests with their organic webbing on various rooftops, attacking the non-infected civilians and heroes who haven't transformed yet.

"Gosh. We've been gone all day and look what's happened. It really is a Spider-Island out there." Sonic carefully observed.

"And eventually it'll be Spider-WORLD if we don't stop the Masters of Evil. Wish we knew who their leader was. If it wasn't Salem, then who?" Knuckles asked a very good question, one the entire team been pondering since their trip to Salem's domain.

"I'm sure we'll _somehow_ figured it out later. For now, let's focus on saving the people of New York, then everywhere else," Spidey said. "Tails, take us back to Avengers Mansion. I know a secret passageway that'll lead us right under the Baxter Building."

"On it." Tails steered the customized Quinjet towards Avengers Mansion where they find it under a highly electrified dome surrounded by powerful Avengers to protect themselves from the intruding spiders that're trying to break in. "It's a good thing this shield's up. It'll only recognize the DNA of an Avenger, so we don't have to worry about any spider breaking in."

"I dunno. These spiders in specific seem a lot more organized than usual. A diversion? I don't know." Blake speculated before they enter through the dome and land themselves inside sub-level hanger.

 **BGM-Ultimate Spider-Man Game OST-Venom Cinematic**

The sensational Avengers follow Spidey out of the Quinjet to a secured doorway with fingerprint recognition. "So what's this secret passageway?" Yang asked her spider boyfriend.

"It's an underground tunnel that Tony and Reed built that connects our headquarters, just in case the city gets overwhelmed with aliens or the Macy's Thanksgiving Parade. Kinda wishing they built a tunnel that leads from New York to Tokyo though." Spidey answered the powerful blonde while taking off his right glove. "Just gotta roll up my proverbial sleeves and get to…" He places his hand to the scanner, gaining access to the secret tunnel but learns there was some sort of error. " _Hmm_. That's weird."

"What's wrong?" Ruby asked as they enter the tunnel.

"It says I'm already logged in. JARVIS?" Spidey talks to the mansion's onboard AI.

' _Data log entry shows you logged in five minutes ago.'_ JARVIS replied.

"But that's not right, I just got back here. The system only recognizes my DNA, so how-?" As Peter was rambling, he doesn't sense the eerie feeling that he's being watched from the shadows of the ceiling, but thankfully he has his friends' spider-sense to help him with that.

"PETER, GET DOWN!" Blake tackles Peter to the ground just as the mysterious figure was about to pounce him, and that mysterious figure happens to the monstrous spider-pawn of the Masters of Evil, Tarantula.

"Tarantula?!" Peter said in absolute shock that this walking monstrosity somehow breached the mansion's defensives with little to no effort.

' _Tsk, tsk,'_ On Tarantula's chest there is a small monitor that's showing the Jackal's creepy smile. _'That was a test, Parker. And you failed.'_

"The Jackal!" Sonic recognized the mad scientist, prompting everyone to get into battle mode.

"But how'd you get in here? How do you know-?" Peter starts questioning the Jackal's weird appearance but his old professor is kind enough to interrupt him to give his former student the answer.

' _Still don't get it, do you? This meat sack is my own walking passkey, packed head-to-toe with Parker DNA. I call him "Tarantula." But you know him better as your messed up "brother" …KAINE!'_ The Jackal finally revealed the true identity of this mysterious spider-creature that Peter's been thinking about for the past several hours. This sudden reveal absolutely shocks the Avengers, mostly Peter, that his long-dead clone is actual alive.

"Peter's brother…" Ruby said in surprise.

"Kaine?! Oh my god! But I thought…You were…" Spidey is still in incredible disbelief to find Kaine, alive, mutated, and working with the Masters of Evil.

" _ **I've come back from the gravvve…to KILLL you…So now…It iss time…for YOU. TO. DIEEE."**_ The mutated clone brother of Spider-Man starts to roar intensely, enveloping himself in a rageful, flaming dark red aura that Salem recently unlocked for him, an aura so full of hatred and malicious it makes it kinda hard to breath around him.

 **BGM End**

 **BGM-Ultimate Spider-Man Game OST-Mega Battle**

Through terrifying speed, Tarantula lunges at the heroic teenagers, barely touching their hairs as they leaped over his head. "Kaine! This…This isn't you!" Spidey said, trying his best to plead to Kaine's inner spirit, hoping his once evil clone is still in there.

" _ **No…Choice…"**_ Kaine said, unleashing his mutated spider-legs to assault the heroes with.

"Kaine! You're not a killer anymore! Don't you get it? You're not in your right mind!" Peter told his brother, but the monster Kaine doesn't listen to him at all, gruesomely smashing his head all across the narrow tunnel, grinding him through the metallic floor.

"Kaine! Listen to us! We don't want to fight you!" Sonic said with a web-ball homing attack to the face.

" _ **Fight you…instead…"**_ Kaine grabs the curled up Sonic, slamming him deep underground. Weiss uses her glyphs to strap Kaine in gravity-imbued webbing, strong enough to hold even the Hulk.

"Kaine! We know you're better than this! Peter told us about you! You don't want to do this!" The heiress pleaded but her words fell on deaf ears as she terrifying watch Kaine break free from her ensnarement by protruding multiple body spikes, brutally tossing Weiss to Ruby and Tails, leaving Yang and Knuckles to deal with the beast, but his abnormal spider strength proves too much for them, effortlessly catching their full-powered punches like they were nothing, stomping their heads into the ground.

' _You fools don't get it, do you? My boy, Kaine, was always better at being the SPIDER than the MAN.'_ Jackal laughed while he watches Blake try her own hand in battling Tarantula, using her own cloning semblance to their fullest potential to avoid brutalities.

"Kaine! If you're really the one who killed Remnant's council, why didn't you kill me and Peter at the caves when you had the chance?" The cat faunus asked the mutated spider-monster.

" _ **Wanted to…kill you later…"**_ Tarantula replied, shooting web shots that missed because of Blake's afterimages.

"If you really wanted to kill us, why did you save us from drowning?" Blake asked, believing there was still a little Kaine that was kind enough to save them back then.

" _ **Gyraaaaghhh! Kill you…NOW!"**_ Monster Kaine monstrously rushes to demolish the cat, but in a nick of time, Spidey and Sonic dived-kick him away from their friend.

"Thanks." Blake said to her heroes.

"No problem." Spidey replied, turning his attention back to the un-wounded Tarantula.

"How strong is this guy?" Sonic growled.

"Kaine has always been stronger than me, but now he's like Hulk-strong." Peter told them.

' _You just gotta love the ISO-8,'_ The Jackal said. _'When I found out Kaine was alive, I injected some experimental, mutated spider ISO-8 into his heart and bloodstream, increasing his strength immensely. And thanks to Salem unlocking his Aura and Semblance, there's no TELLING how powerful he is!'_

Spidey tries his Spider-Fu on Kaine, but his mutated brother demolishes him with enveloped flame claws that destroy some parts of his costume. He then does the same thing to Sonic and Blake with flaming spider-legs. After recovering from his earlier attack, Ruby quickly assaults Kaine with all-around speedy scythe slashes that barely do make a dent on his new organic steel form he surrounded his body in.

"Kaine, if you can still hear me, fight it! We have a cure here! We'll fix you!" Ruby said to the monster clone before he somehow disappears and reappears behind her through his new teleportation power, smacking her across the tunnel.

' _Duh! Why else we're here? We're gonna release a toxin that'll destroy every last trace of it. And then my Spider-Island lives on. Forever.'_ Jackal told them.

"Not gonna happen, mile per loser!" Yang quipped, attacking Kaine with her aura-infused fists, only for them to tickle and then sent flying across the tunnel as they approach the underground facility of the Baxter Building.

 **BGM End**

' _Go. Move it! Sensors are detecting the chemical breakdown from this "cure." It's close by.'_ Warren advises Kaine to continue moving on.

" _ **Parkerrr? Finisssh him!"**_ Kaine asked his master.

' _Ahem. Who's running this field trip? For now, young man, just finish your assignment. You can come back for extra credit.'_ Jackal said, watching Kaine unlock the door to the facility with his Parker DNA fingerprint.

"Kaine…Don't…" Peter weakly pleads to his brother from the floor.

Kaine sniffs the area to find himself in a room filled to the brim with an enormous pool of the white Spider-Cure and the machine Uncle Chuck created to disperse said cure. _**"It's in here."**_ Spider-Monster Kaine informed his "father."

' _Right next door?! HA! Could they MAKE it any easier?'_ Kaine slowly walks over to the large pool of cure to end this spider-parade. _'So this is it? The great big batch of save-the-day juice? Our heroes' last all-or-nothing Hail Mary?'_

Just before Kaine could do anything, he finds a thick web-line attached to his back, turning around to find everybody but Spider-Man holding the web. "Everybody! Use your spider-strength and PULL!" Sonic instructed, telling everyone to pull Tarantula away from the cure as hard as they possibly could, but they prove too weak as Kaine effortlessly throws them and their web directly through Uncle Chuck's machine, destroying it into nothing. And to ensure they wouldn't be a problem again, Kaine webs everything but their heads to the nearby wall in this underground lab.

' _Finally. With them out of the way, Tarantula, release the toxin. Contaminate the cure.'_ Jackal ordered. Kaine pops out a small green sphere from his gauntlet and holds it over the cure pool.

" _ **Now?"**_

' _Go ahead…Make a wish.'_

"NO! KAINE!" Ruby shouts at him.

"DON'T DO IT!" Sonic shouted.

Try as they might, the heroes are too weakened to break free from Kaine's webbing, only thing they could do is horrifyingly watch as the monster clone was about to throw the toxin to destroy their last hope in saving their worlds, but at the last moment, someone that can shooting webbing catches the toxin orb before it could descend.

"Now, Kaine. No playing with poison in the house, young man."

Tarantula turns to see a weakened Spider-Man, barely standing on two legs, grabbing the toxin. _**"Parkerrr!"**_

"Back off, Kaine! You're a puppet! Fight the puppet master, not me!" Spidey said to his mutated brother.

" _ **Difficult…for me…too…"**_ Apparently, it would seem that the real Kaine is still fighting to break free from the Jackal's control, but only barely.

"You don't know what you're doing!" Peter told him.

" _ **I know enough…You and your friendssss have to die…"**_ Kaine said.

"Or we all can live!"

" _ **You all…think you're so much better…than I am…Have a life…Not mee…Stop acting…like you all worried about this monssterrr…"**_ Tarantula said to Peter and the gang, making them all feel bad for the mutated clone killer.

"You're not a monster! You're a Parker! You proved it to me when you sacrificed YOUR LIFE for me from the Kravinoffs! If you can fight it…"

' _Oh! Would you just give it a rest? You're boring me with your speeches.'_ Jackal interrupted the conversation between the two brothers.

"Warren, once I'm done here, I'm gonna make you REGRET ever messing with my family." Peter coldly threatened his former professor, seeing his team and Kaine as part of his family.

' _Good luck with that,'_ He casually said. _'Tarantula…Finish him.'_

" _ **Can't…CAN'T…"**_ Kaine, gaining some semblance of control begins to fight back.

' _Wow. Impressive resistance. It's a good thing this is just level one. Now, let's unlock all those inhibitors deep within your body so you can appropriately cut loose.'_ From his end, Jackal activates all of the DNA inhibitor chips that are energized by the Espeon Stone to unleash Kaine's full power, causing him to scream in extreme pain and agony.

"Stop! You're killing him!" Blake shouted from the side.

 **BGM-Spider-Man: Edge of Time OST-Fighting Anti-Venom**

Spider-Man could do nothing but watch in horror as Tarantula slightly changes form into a bigger, more beastly version of himself, roaring intensely while his dark aura burst like a volcano. Now completely serious, Peter uses his Perfect Synchro aura to grant him increased strength and abilities to even the odds against him and his mutated brother, but that barely leaves a mark on his new body and power.

' _Darn it. His power has completely eclipsed your own.'_ Ero telepathically told Peter.

' _Tell me something I don't know.'_ Peter replied before being thrown across the room. Weakened, completely exhausted, and almost running out of webbing, Spidey tries talking to Kaine one more time until his strength returns. "Ok, ok…The ISO-8 they injected in you is messing with your power! Fight it, Kaine!"

" _ **You're…about…to die…"**_ Kaine stings the wall-crawler with a spider-leg, but Peter barely avoided it in time.

"Kaine, don't you get it! This is your chance to take back your mind! Your life! You can end this now!" Peter told his mutated monster for a brother.

" _ **Yes…end this-!"**_

"Good!"

" _ **by ending you!"**_ Kaine tries one more time to stab Peter, but the acrobatic web-slinger was still quick enough to evade that one too, but unfortunately the spider's luck ran out and was caught by Tarantula's sticky webbing to the face. _**"GET OVERRR HEEER!"**_ He tugs the weak webhead still holding onto the toxin capsule.

' _Where's the capsule?'_ Jackal asked his monster pet.

" _ **He hasss it!"**_ Kaine replied.

' _Big deal. Just toss him in as WELL. In fact, that's RICH! The cure will be destroyed right after it's done "healing" Spider-Man. The perfect punishment! He'll be one of the only humans and animals left on my planet of spiders! Ha Ha!'_ Tarantula hovers the weak and dazed Spider-Man over the pool of the Spider-Cure, which CAN cure Peter of his spider-powers. _'Class is dismissed, Mr. Parker. YOU LOSE.'_

"Sorry, but we vote staying after school! Ruby!" Sonic shouts to the other speedster of the team while they're tied up in webbing.

With a quick flash of her silver eyes, Ruby temporarily blinds the monster Tarantula long enough for Sonic to break free by using his nanotech shoes to materialize saw blades from the soles, cutting through the webbing so he could zoom in and save Peter before he could fall into the spider-pool. After that, the hedgehog starts homing attacking Kaine from all directions at light speed, confusing him long enough for Peter to regain consciousness to use his stylish Spider-Fu to knock Kaine off his feet deep into the huge pool of anti-spider goodness, effectively beating the mutated clone.

 **BGM End**

Not worrying about Kaine for the moment, Spidey and Sonic take a quick breather on the ground, outright exhausted. "Thanks…" Peter said to Sonic for saving him.

"Hey. What are bros for…" Sonic said, panting.

"Guys! A little help here!" Weiss shouts to the red-and-blue troublemakers, still stuck to the wall as well as the others.

The Spider and the Hedgehog went to help their friends, taking off the webbing that encased them. As they do, they spot a normal human hand sticking out of the Spider-Cure pool, trying to get up. "Hey! Looks who wants to come out for round two." Knuckles gets his fists ready for another fight with Tarantula.

"Don't worry, Knuckles." Spidey assured the echidna. "Something tells me 'the Tarantula' isn't going to put up much of a fight. Not since I knocked him into-."

"Little help over here?" A voice that sounds almost identical to Peter's is heard from the teenager trying to get out of the pool.

"The big honking vat with ALL OF THE CURE IN IT!" Spidey suddenly realized what he's done, hurriedly rushing to help his little clone brother. "Kaine?! Are you-?"

"Less spidery? Yeah." Kaine replied as Peter helps him take off his blue hoodie.

"But you're still-?"

"Spider-powered? Feels like it."

"Let me finish. Under the Jackal's control? The Masters of Evil's control?"

"No. But Peter, listen-." But just as soon as Peer takes off his hoodie, everyone in the room are completely awe-struck that Kaine looks _exactly_ like Peter, albeit with longer, scruffier hair. "What?" Kaine gives them a confused look.

"You look JUST like Peter." Ruby said, amazed.

"And sound like him too." Tails added.

"I do?"

"I know. You're looking good! I mean REALLY good. Haha. Me good." Spidey said with such happiness for his brother.

"Is that a good thing?" Kaine asked, still with a confused look.

"Wha-Of course that's a good thing!" Peter shouted as everyone around him chuckles. He sighed, "So you're not dying anymore? The scars, all healed?"

"I…I think so. Am I?" Kaine asked, checking out his completely healed bod with stabilized cells.

Just then, Nicole materializes herself from Peter's Webware. "Yup. Just scanned your DNA. You are a completely healed, 100% clone of Peter Parker."

This news amazes Kaine right down to his heart, that after so long suffering from a cellular breakdown and an unstable mind, for once in his life, he is actually alive. "So…I'm actually…alive?"

"Mmm-Hm. And looking good too. Dontcha think, Blake?" Yang elbowed an amazed Blake as well.

"Y-Yeah…" The faunus slowly nodded while staring at the clone Peter.

"Well we don't have time to celebrate. Peter, we have to head to Latveria RIGHT NOW." Kaine ordered his genetic template for his DNA.

"Latveria? Why do we have to-?"

"It's DOOM, Peter. Doom is the LEADER of the Masters of Evil. He's been behind EVERYTHING." Kaine informed him of what he remembers as Tarantula, absolutely shocking the D-Avengers with this terrifyingly shocking news that Dr. Doom is the leader of this inter-dimensional villainous alliance.

"WHAT?! Dr. Doom?!" Peter said in total shock.

"HE'S been the one behind all this?!" Sonic asked, just as shocked at the others.

"I'm afraid so, and if we don't do something soon, all our worlds will be his to control." Kaine said.

"Don't have to tell us twice. We'll get right on it, but first we need to take care of the situation right now. Put this on." Peter hands the indecent man the hoodie he once wore as Tarantula, but Kaine shyly turns away from it. "Kaine?"

"Ben wore this…He was the better clone. A hero unlike me, a murderer." Kaine remembers all the atrocities he committed when he was a killer assassin as both Kaine AND Tarantula, all the innocent lives he's took when his mind was an unstable mess. He then feels Blake's hand on his shoulder to comfort him.

"Past life or not…A monster…You _died_ protecting those you love while still believing in all of that." Blake sincerely said to the evil clone.

"She's right, y'know. We're all open to second chances, and we know you won't disappoint." Spidey said to his brother.

Kaine smiled softly, "Cute words from a cute girl," He said, causing Blake to blush. "Of course Jackal ruined my heroic moment." He joked.

"Villains tend to do that." Sonic responded.

"So how are we gonna cure everyone since Evil Handsome Peter destroyed the machine?" Yang asked, pointing to the destroyed machine.

"I was mind-controlled, you idiot!" Kaine shouted at the blond, showing that he's more loud and short-tempered than Peter.

"The only alternative I could think of is equally spread the cure to each infected individual, but we need an army of MILLIONS to accomplish that." Tails said but has no idea how they could pull that off.

"Millions?" Ruby ponders a thought for a quick second until she comes up with a brilliant solution that might save their butts. "I know where we can find an army!" She smiled greatly, gathering the attention of her friends to hear what she has to say.

* * *

 **Avengers Mansion, Peter's Lab**

Then entire team plus Kaine run back to Peter's lab where they spot the thousands of Spider-Drones Peter manufactured during his down time, all shelfed in a glass cabinet. "HAHA! Ruby, you're a genius!" Spidey happily shouted.

"I know I am." Ruby smiled.

"Parker…Why did you create so many of these 'Spider-Drones?" Kaine asked his spider-brother.

"Because I had the 1% feeling I needed them for something like this." Spidey activates a circular hologram computer around his body, then materializes a holographic blue helmet for him to command his entire Spider-Drone Army, activating the thousands of them in a flash. "Perfect. My very own Spider-Slayer Army! This will do the job. Nicole. JARVIS. I'm gonna need you to increase the signal SO HIGH that I can cover ALL THREE OF OUR WORLDS."

"Got it!" Nicole nodded.

' _Right on it, sir.'_ JARVIS replied.

"Team Sonic! First cure yourselves of the virus, then rain your world with the drones!" Spidey ordered the Mobians to cover their respective world.

"You got it, Spidey!" Sonic gives him a thumbs up.

"That goes the same for Team RWBY. Cure yourselves then we can cure Remnant." Spidey instructed the Huntress Avengers.

"Okay, Spider-Man!" Ruby fist bumped the air happily.

"And Kaine…" Spidey turns to his longed-haired clone. "Go clean yourself up. You smell like death."

"Well it's not like I showered since I came back to life." Kaine crossed his arms.

" _Then once you're done, you and I need to talk."_ A sudden spirit Ero comes out of freakin' nowhere, surprising Kaine.

"Who the fuck are you?" Kaine cursed.

"Oh. His name is Ero. He's a spider-god." Sonic casually answered Kaine.

"… _Right_." Kaine raised an eyebrow, having a VERY hard time believing there's actually a spider-god. "What do you want?" He turned back to the divine spider.

" _Once the Web is cured of this virus, I'll grant you some of my power since you are a clone of Parker. This way we can also counter any trap Salem might've left when she unlocked your aura."_ Ero said.

"Well she did kiss me. I would be surprised if there weren't." Kaine replied.

"Whoa-whoa-whoa-whoa! BACK UP! She KISSED you?!" Peter asked, just as shocked as his friends after hearing that bizarre reveal.

"On the lips." Kaine calmly responded.

"That's DISGUSTING! She really does have a thing for me, that thousand-year-old pedophile!" Spidey sighed. "Aw well. I'll punch her later. For now, Avengers Assemble! Let's cure our worlds!"

"YEAH!"

* * *

And so, with the help of Spider-Man's army of Spider Drones holding the Spider-Cure, the D-Avengers race off to their respective assignments in the beginning of curing Spider-Island. In no time flat, the Spider-Drones were able to clean up all of Manhattan's infected spiders, turning them all back to normal, sleeping butt naked on the ground.

"Peter…" Mary Jane said, cured, watching the Spider-Slayer Army sweep of New York of any spider up rooftops, inside buildings, sewers, you name it.

' _Hey, MJ. Don't mind me. Just doing my summer cleaning.'_ Peter's voice comes out of one of the drones to talk to Mary Jane before returning back to duty.

* * *

 **Mobius**

Riding on their Extreme Gears, Team Sonic rain more Spider-Drones down all the infected cities of their world, starting with Mobotroplis and its people.

' _Watch out, ya'll. Your Friendly Neighborhood Inter-Dimensional Spider-Man is about to clean house in THOUSANDS of ways.'_ Spidey said, entering Castle Acorn to cure the infected Freedom Fighters and the other Mobian spiders.

"Way to go, Sugah-Man!" Bunnie fist-bumped.

* * *

 **Remnant**

On the Web Cyclone, Team RWBY drops massive bombs of the Spider-Drones right above each infected city in each kingdom, curing all humans and faunus.

"Spider-Man, is this YOUR doing?" Glynda asked while watching people around her turning back to normal.

' _You bet! I'm un-spider-friending every dimension simultaneously! It's giving me a headache, but it's SO worth it, and so fun!'_ He replied to his old professor, earning an honest smile from the strict Huntress.

* * *

 **Back on Prime Earth**

At his hidden hideout, the terrified Jackal could but only watch as his sensors are indicating that his inter-dimensional spider army are dropping like flies. "Oh no, oh no! This is all happening so fast! Curse you, Parker! If Doom finds out about this-."

"Oh trust me, he already knows."

Jackal immediately turns around to see Grimadoom standing right there casually waving at him. "Ah! Grimadoom! I, uh, I can fix this! Just give me a little time-!"

"Time's up." Grimadoom casually blows up Warren and his entire lab into smithereens, leaving nothing left of the mad professor.

* * *

 **Castle Doom**

After the deed was done, the dark supreme hedgehog teleports back to Doom's throne room where the maniacal monarch waits for him on his throne. "As you expected, Doom Man. He was nothing more than a fake this entire time. A clone. A phony. The real one is still out there."

" _His current presence doesn't concern me anymore. He has already served his purpose,"_ Doom said as he takes a stand off his prime seat. _"The heroes have probably figured out who's the REAL master. It is time we get properly acquainted for their inevitable end."_

 **BGM-Marvel vs. Capcom 3 OST-Theme of Dr. Doom**

And as if it was rehearsed, the other members of the Masters of Evil walk into the throne room to meet with their leader.

"It is ready! The Doom Sanctorum is fully operational!" Dr. Octopus told the green-caped king with a maniacal chuckle.

"We're ready for the endgame!" Eggman evilishly smiled.

"I've been looking forward for this!" Salem hellishly grinned.

" _We've ALL been looking forward to this,"_ Doom said as he walks towards his fellow allies. _"Now it is the time to end this long drawn-out battle between 'good' and 'evil', and mark ourselves in history as the supreme masters of the world! Failure is not an option! The moment to strike has come! It's now or never!"_ He pulls out his Espeon Stone and grants a supreme power boost to himself and the other Masters, granting them a sinister green aura that they can't stop smiling over before their combined maniacal laughter fills the halls of the castle.

 **BGM End**

* * *

 **BGM-Dragon Ball Super OST-Limit-Break x Survivor (Preview)**

 **Kaine: Why am I doing this? Oh. Hi. The name's Kaine…Yeah this is stupid.**

 **Spider-Man: C'mon, continue.**

 **Kaine: Ugh. All you need to know we're heading to Latveria to stop Doom from unleashing his space station that'll transform everyone on the planet into spiders.**

 **Spider-Man: And?**

 **Kaine:** _ **And**_ **to make this more annoying than it already is, we have to fight that Cinder woman's team, along with those metal robots.**

 **Spider-Man:** _ **See**_ **? That wasn't so hard.**

 **Kaine: Parker, we don't have time for this, so suit up and let's head out!**

 **Next time on D-Avengers: Spider-Island DX:**

 _ **Superior Seven**_

 **Kaine: It's nice to be alive again, only to head back to my death shortly after. Ugh…I'm gonna kill Parker.**

* * *

 **KFX Here: Yes, for those that are wondering,** _ **A**_ **version of the Grim Hunt storyline did happen in this universe, just slightly tweaked to fit this series' continuity. Anyways, let's give a brief description of Kaine's character and abilities.**

 **Kaine Parker, now also Scarlet Spider**

Age: 17-18 since he's a clone of Peter

Alignment: Goodish

Affiliation: None

Current Costume: Unstable Molecule Stealth Suit

Description: As the Jackal's first attempt to clone Peter Parker, Kaine initially suffered from a cellular breakdown that left him deformed and mentally unstable, dangerous to everyone around him, including his "brothers." Now fully cured of his condition thanks to Spider-Man, Kaine now makes it his goal to amend all his past crimes as the new Scarlet Spider, while still wanting all the power and none of the responsibility, and hopefully move to Mexico.

Aura: ISO Dark Red Aura

Semblance: Spider Out (has multiple abilities thanks to his ISO-blood)

Protrude stingers and spikes from the body

Form fire fists, or he likes to call it the "Flames of Kaine"

Generate a metallic exoskeleton over his skin for added defense

Short-range teleportation and phasing through solid matter

Transform into a controllable Man-Spider for increased speed and strength but only for a short while. Absolute anger will cause him to "Spider Over", turning him into an even stronger, but more uncontrollable beast of mass destruction

But oddly, no Spider-Sense


	19. Issue 16: Superior Seven

_Issue 16: Superior Seven_

 **New York, Avengers Mansion**

 **BGM-Sonic Rush OST-Anxiety**

The skies above the Manhattan Island are pitch black, forming dark swirling clouds, signifying something bad is about to happen. Thanks to the efforts of the D-Avengers, all their home dimensions have been cured of the Spider-Virus in less than 20 minutes, and while their respective hero team care to the unconscious, naked civilians, the teenager super team have other matters to attend to.

"Welp. We did it. Everyone's sleeping in their birthday suits." Yang joked while looking out the window to see the cured New Yorkers lying naked on the streets.

" _Yes. We cured our worlds of the Spider-Virus, but I still sense the Great Web in turmoil, weakening me. It must be 'cause of Doom's Espeon Stone taking it hostage."_ The Great Totem, Ero said to Yang, still feeling pretty powerless.

"Still can't believe Victor's been the cause of all this." Reed Richards said, standing with Ben Grimm of the Fantastic Four.

Meanwhile with the Thing, he slams his fists in anger, "Oh, when I get my hands on Doom…"

"Kaine. I think it's time you tell us what you know of Doom's plan. What's his connection with the ISO-8 and the Exo Stones?" Spider-Man sincerely convince his clone to tell them what he knows.

"Give me a second. My memories still a little fuzzy." Kaine clenched to his newly shaved head to make him look less like Peter. "Doom found what you called the 'Exo Space' that houses millions of the ISO-8 and tried to collect it for himself, but somehow he caused it to scatter across the universe. That's what started 'the Pulse'."

"But according to Blue Marvel, it was originally called Neutronium and was IMPOSSIBLE to use in our reality." Mr. Fantastic told them.

"Yeah. _'Originally,'_ but because of some 'Super Genesis Wave' that recreated our universes, the impossible became the possible." Kaine explained.

"Super Genesis Wave?" Nicole wonders that supernatural event is.

"Do you guys know anything about it?" Blake asked the Mobians.

"Not really. One time, Eggman split our world into separate dimensions with a Genesis Wave, but we don't remember any SUPER Genesis Wave that altered our reality. Do you, Sonic?" Tails turned to the hedgehog sitting on a sofa.

"No…but it does sound _strangely_ familiar." Sonic puts his hand under his muzzle, trying his best to remember an adventure he somehow forgotten.

" _That's because you don't remember the event."_ Ero responded.

"Ero, you know anything about this Super Genesis Wave?" Spidey asked his other.

Ero nodded with his multiple arms crossed, _"Months ago, Eggman teamed up with another scientist from an alternate reality to use the Chaos Emeralds to reshape the universe as they saw fit. We saw all this transpired through the Great Web. As usual, Sonic and his allies stopped their villainous plot, but at the very last second, Eggman interrupted Super Sonic's Chaos Control to fix his reality, causing the entire multiverse to untangle and shatter into pieces, then eventually reformed into a brand-new multiverse."_

"Huh. I think I do remember something about that." Sonic casually said as Ero continues talking.

" _So as you can already guess, each worlds and their inhabitants' history have been slightly altered. Either your universe took elements from other universes or you've encounter events much sooner or later than originally recorded. Nothing too dramatic you have to worry yourselves over."_

"That must be how you were brought back to life, Kaine, with the Super Genesis Wave." Blake proclaimed.

"Perfect. Not even the universe wants me dead." Kaine joked.

"Sonic, what did you do?" Weiss angrily glared at the hedgehog that was partially responsible in the death and rebirth of their reality.

"I don't remember, sort of. Besides, if it wasn't for that, we would've never met, am I right?" Sonic grinned back at the ice heiress, causing her to turn away and scoff, but internally admits he's right about them meeting up because of that disaster.

"So wait. If it's because of a rebirth of the multiverse that allowed the ISO-8 to exist in our reality, is that how the Exo Stones were created after we beaten Goblin and used Chaos Control?" Spidey wondered, remembering back to when he and his friends used Chaos Control to fix the multiverse after it was almost destroyed during the ends of the Goblin War.

"That sounds about right. You all used the Chaos and ISO Emeralds, as well as the Maidens and Relics' power to fix reality, but during the reformation the Exo Stones were created, presumably hosting the powers of them and our old multiverse." Reed deduced with his supreme intellect.

"There's eight Exo Stones total, scattered across time and space, according to Doom. That's why he formed the Masters of Evil, to find all of them. You are already aware of what two of them could do, and the immense power they hold." Kaine continued with his explanation of what he remembers. "If Doom collects all eight stones…"

"Triple Yahtzee." Spidey joked.

"On a multiversal scale." Kaine finished, kinda frightening them a bit of the dangerous power of these Exo Stones.

"Eh, that doesn't sound too bad. We've faced worse." Peter joked, still acting very cool and confident even after hearing the dangers these cosmic gems hold.

Kaine tiredly sighs, "I'll never understand how you could act so _nonchalant_ about the end of the world."

' _Hmhmhm. A pity you cannot FATHOM the dangers you fools have brought yourselves in, especially when you were the key to my success.'_ A mysterious voice telepathically talks to everyone in the room, making them looking around for this dark intruder.

"Ah! Who's talking?!" Ruby asked, a little scared.

"That voice…Doom?" Reed asked, and to answer him Dr. Doom himself shows up before the heroes in Astral form, thanks to the power of the Espeon Stone.

"Dr. Doom!" The Thing recognized the Fantastic Four's arch pain in the butt.

"So this guy's Doom, huh?" Knuckles asked.

" _Richards, my old friend. It's been too long since we last met."_ Doom said to his arch-rival in genius.

"I can't believe you, Victor. You destroyed an entire dimension of research that could help the world, for what?" Richards asked his science rival.

" _Control, Richards. It's always been about systematic control of power. Power, that only I, Victor von Doom, could use to its fullest advantage. Every worthless being that tried to use this power were simply guinea pigs in my grand experiment."_ Doom explained.

"Doom…so, then, everything that's happened in the past few months til now…" Spidey starts speaking.

" _Hmhmhm. You're a clever little bug."_ Doom chuckled.

"The person who caused the Pulse…" Peter said.

"The one who gave the recent super-villains a major power boost with the ISO-8…!" Sonic continued for Peter.

"The real criminal mastermind that threaten our entire reality!" Ruby resumed.

"It was you, Dr. Doom!" The three inter-dimensional heroes said simultaneously towards the Latverian Monarch.

Doom softly chuckled, _"I don't want to take all the credit. Dr. Eggman played a minor role with his failed Super Genesis Wave."_

Kaine growled angrily as he stares at the maniacal doctor. "You…You and the other Masters used me. Made me perform unimaginable crimes. Make no mistake…I'M GOING TO KILL YOU ALL!" He said, protruding stingers under his wrists to threaten Doom, but even with that chilling threat, Doom remains completely unfazed.

" _I have little time for your petty tantrum, Kaine. Like I said, you ALL were the key in my grand success."_ Doom calmly responded.

"What does that mean, metal moron?" Ben asked. With a snap of his fingers, Doom calls forth the other three members of the Masters of Evil: Dr. Otto Octavius, Dr. Eggman, and Salem in their astral states.

"Huh? The other Masters of Evil?" Sonic questioned their sudden appearance.

" _Earth…"_ Doc Ock started talking with a sinister grin.

" _Mobius…"_ Eggman continued with a disturbing smile.

" _And Remnant…"_ Salem sustained the flow with an ominous smirk.

" _Are in a manner, inextricably linked!"_ The three of them said all together.

"Like four morons?" Yang joked with an unamused stare.

" _And, the Exo Stones…"_ Eggman resumed their diabolical speech.

' _And the unparalleled power they hold are…'_ Otto continued.

" _In a manner, smaller strands that connect to a larger web."_ They said together.

"Very funny, guys." Spidey said an unamused look as well.

" _Each stone are shards of the old linked worlds, representing a different aspect that connects our worlds together."_ Salem started lecturing the heroes about the Exo Stones.

" _In close proximity, the stones call out to their old links, wanting to be united once again."_ Otto continued.

" _And the power this would generate…It could destroy the world!"_ Eggman grinned.

" _But we do not wish for destruction. We merely want to harness its power for our benefit. Now do you understand the meaning of systematic control?"_ Doom chuckled when he sees the worried but annoyed faces of the heroes standing before him.

 **BGM End**

 **BGM-Sonic Rush OST-Blaze Pinch!**

" _If you fail to understand what we mean, then allow us to show you a prime example."_ Doom raises his Espeon Exo Stone to the sky and begins charging up its power, causing Peter's spider-sense to flare like rising volcano.

"Everyone! Take cover!" Spidey warned them before they are all hit with a frightening psychic blast that encompasses the entire United States. And not just the entire country, this attack goes as far to Mobius as well, and even Remnant, knocking out everyone in its range, rendering them completely unconscious. The only ones who managed to survive the psychic wave was the D-Avengers, Kaine and the Fantastic Two, possibly because of the Chaos Stone they harbor.

 **BGM End**

 **BGM-Sonic Rush OST-Anxiety**

"What the heck was that?!" Weiss shouted as everyone slowly gets up from the ground.

"Ow, my head. What hit us?" Knuckles asked, holding onto his aching head.

Mr. Fantastic checks his high-tech wrist device to scan the damage Doom caused, and it's not pretty. "My god. Doom just knocked out everyone in the United States." He informed the surprised heroes.

"You're kidding?!" Blake responded.

"Ya sure 'bout that, Stretch?" Ben Grimm asked his best science pal.

"My scans don't lie. Everyone from New York to California has been rendered unconscious by that psychic blast, including SHIELD." Dr. Richards told them.

"Not just here. On Mobius, GUN and Mobotroplis have also been knocked out cold." Nicole informed her friends.

"And I'm to guess the Atlesian Army and the Huntsmen of Remnant as well." Yang guessed, which isn't very far from the truth.

" _Hmhmhm. That was thanks to the power of our Espeon Stone. You all are lucky you managed to survive."_ Doom said to the only resistance left to stop their evil plan.

" _Still, I'm puzzled, Victor. Why didn't we use the Espeon Stone to accelerate their mutation when they were infected with the virus? We could've easily controlled them to do our bidding."_ Salem asked as she been thinking about that for quite a while now.

" _And not only that, though we don't have it yet, the Chaos and Espeon Stone are both here in this reality. This should've created disastrous results. However, the dimension here seems stable."_ Otto informed them.

" _The reasons are obvious, my friends. It's because they carry the Chaos Stone!"_ Eggman answered.

"Oh, I get it. As long as the person holding the stone can control it…And knows how to use it, nothing could go wrong. Am I right?" Sonic asked with a grin.

Doom chuckled, _"That's correct, little hedgehog. You fools have a natural gift harnessing incredible power with no ill effects, but don't assume it'll be enough to stop us. We have the Espeon Stone, AND the Master Emerald. We will use their power to defeat you, then transform the world into our spider utopia!"_

" _Yes, if we defeat them, the Espeon and Chaos Stone's power will be…"_ Otto starts talking.

" _OURS!"_ Salem finished with a demonic smirk.

" _And once with that, we're free to collect the other six Exo Stones and create our dream world. I'll be able to create Eggmanland beyond ANY dimension!"_ Eggman sinisterly smiled.

" _We're ready for you, Avengers! Our ultimate battle station will be your tomb!"_ Doom said before the Masters disappear from the mansion.

"Yeah, you better run, 'cause we're coming for ya!" Spider-Man said, determined to stop the Masters of Evil at all cost.

 **BGM End**

"Well this is a _fine_ disaster we're in," Kaine sarcastically said, crossing his arms. "All the other heroes are knocked out and we're about an hour away until Spider-World. What do you punks suppose we do now?" He asked the remaining heroes.

 **BGM-Sonic Rush OST-A Flicker of Hope**

"What else? We're gonna stop the Masters of Evil, and you're coming with us." Ruby told the clone while looking really serious.

"Wha-Me?" Kaine responded, shocked.

"Yeah. You're our secret weapon. You should know everything since you were a part of their group. That'll give us the advantage." Sonic smiled, but Kaine is still hesitant to accept their offer.

"You want to pay for your crimes, right? I'm sure saving three worlds for the price of one would cover the cost. C'mon, it'll be fun." Spidey nudged his clone to help them out, leaving Kaine with no other option.

The clone sighed, "Fine. Whatever. I have my own problems with Doom anyways. I'll help you punks out, but don't think for a SECOND this makes me part of your peppy loud-mouth team. I'm only doing this because you saved me."

"We'll try to wake up as many heroes as we could, but it might take a while, leaving you all to stop Doom." Reed Richards told the team.

"The fate of the world in the hands of teenagers? This is not gonna be pretty." Yang joked.

"Well, I'm technically an adult, so…" Peter starts talking until Kaine loudly interrupts him.

"Can we get a move on already?!" Kaine shouted.

"Alright. Geez. Everyone, you have five minutes. Get whatever world-saving trinkets you've been secretly keeping and then we're gone." Spidey instructed.

 **BGM End**

* * *

In the span of five minutes, the D-Avengers scurry off to gather the equipment necessary to help them take down the Masters of Evil. Using a teleporter created by Tony Stark and Reed Richards, Sonic enters Earth's version of a Special Zone, quickly completing the rigorous challenges that Dr. Strange created for this mystic pocket dimension to collect the seven ISO Emeralds that might give them an edge against the Masters of Evil's daunting power.

Speaking of Dr. Strange, Weiss went to the Sanctum Santorum to see if her magic master that might something that'll help them. Thankfully, she was relieved to see Dr. Strange wasn't affected by Doom's psychic blast, having foresaw this battle and escaped to a pocket dimension for cover. After sensing the immense danger they're in, the Sorcerer Supreme had but no choice but to lend Ms. Schnee the Eye of Agamotto, granting her limitless magical powers and an outfit that fits a Sorcerer Supreme.

And as for Spider-Man, he walks back into his lab to put on his brand-new Arachna-Prime Armor he had JARVIS finish during his adventure across three dimension, now with his complete DX Tech node implemented inside the outer layer of the chest and smaller DX Reactors infused across the body. **"Oh yeah. Arachna-Prime Armor, prime and ready!"** Spider-Man said with a badass pose using his aura-enhanced mechanical spider-legs, while his eyes glow a supreme red-and-blue.

* * *

Inside the mansion's bathroom, Kaine is putting on a red and black Spider-Man suit with stealth capabilities Peter just gave him in front of the mirror. The former evil clone puts on everything but his mask, looking at his new shave with the mirror. He slowly appreciates that all his scars are healed, for the first time in his life, he's alive, but as he gets a good look of himself through the mirror, he catches a faint silhouette of his time as a murderous assassin and a monstrous spider, immediately punches the mirror, knowing that he's forever a killer. A monster.

The maskless Kaine depressingly walks out of the bathroom to the halls, staying completely quiet until someone calls out his name. "Kaine."

 **BGM-Dragon Ball Super OST-Chōzetsu** **Dynamic! (Sorrowful Ver. )**

The Parker clone turns around to see Blake wearing her Black Tiger costume except for her mask. "Oh. It's you. The cat girl." Kaine said.

"My name is Blake. Blake Belladonna." She properly introduced herself to the clone.

"Great. A Belladonna. That's what I need." Kaine said with an angry face, turning his body around so he won't look at her.

"Let me guess. The Assassins Guild?" The Faunus crossed her arms, remembering Wolverine once telling her about a person named Belladonna running the superhuman criminal group.

"Killed on their territory once. Told her to fuck herself." Kaine said, still with his back turned to the faunus.

Blake chuckled, "Doubt she'll be happy to hear you're alive."

"What do you want, 'cause I know you weren't waiting for idle chit-chat?" Kaine asked, wanting to get straight to the point with Blake.

"I just…wanted to see if you're okay." Blake said, looking worried when she sees the broken mirror in the bathroom Kaine walked out of.

"Well I'm not, okay!" Kaine raised his voice when he turned his face to her. "I'm a monster! A villain! Assassin! Failure! Walking dead man! I had no mother. My father was a madman. I fought on my own to survive. Killed so many innocent people. Put your friends and family in harm's way. I practically put the entire world in danger. How could trust a born killer like me? I'll only get in the way." He said, now feeling incredibly sad to the point of not wanting to join their little raid at Latveria.

Despite hearing that sorrowful story, Blake simply lets out a small smile. "Kaine, you really are just as stupid as Peter."

" _Excuse_ me?" Kaine raised a suspicious eyebrow.

The cat Huntress walks over and grabs Kaine's hands. "Have you forgotten that you saved my life on Mobius? Both mine's and Peter's?"

"Yes."

"Well, even if you don't remember, I do." The cat Avenger puts her hand over Kaine's left cheek. "You're no monster, Kaine. That much is certain. I was on the same boat as you before. I've done some terrible things when I was with the White Fang. The world hated my kind simply because we're different. I may not be able to erase the past, but I learned to become something better. That's why I became a Huntress and an Avenger, and I believe that one day you can do the same thing too." Blake smiled to the depressed killer clone to boost his spirits and moral.

"I…I'll try. Thank you." Kaine softly smiled back to the faunus.

She then softly chuckled. "Y'know, I kinda wish my old partner was like you. You two are almost like." She said, seeing the image of Adam Taurus right aside Kaine to make comparisons.

"In what sense?" Kaine asked.

"You're both jerks." She replied.

"And if you're done insulting me, let's go save the world." Kaine said, taking offensive to that comment before walking away, leaving a giggling Blake behind him. "Stop laughing!" He shouted, putting on his mask.

 **BGM End**

* * *

 **Sub-Level Basement of Avengers Mansion**

Everyone but Spider-Man, Kaine, and Blake are wearing their respective superhero costume, standing beside the Web Cyclone ready to raid the Latveria. "Got the ISO Emeralds?" Tails asked Sonic if he has their other secret weapon.

"Check." Sonic grinned, holding a green ISO Emerald.

"Got the Eye of Agamotto?" Tails asked about their third secret weapon.

"Check." The Schnee Supreme opened the mystic eye plastered on her chest.

"Hey, guys. Are you sure it's a good idea to raid a third-world country? Wouldn't we start World War III?" Scarlet Rose asked, looking a little worried they could start a war with this stunt.

"Doom just knocked out everyone in the United States. Now that we have evidence he's the cause of the Spider-Virus, his diplomatic immunity is thrown out the window." Tails explained.

"Oh, okay." Ruby casually nodded.

"What the hell are you punks doing?" Kaine asked them as he and Blake enter the basement.

"Ahhh. Just you and Blake, huh? What were you two doing, _all_ alone?" Yang asked, wearing a devious smirk to show a confused Kaine and a blushing Blake.

"The fuck you talking about, Goldilocks?" Kaine asked with an angry glare from his mask.

"Naughty, naughty Kaine." Power Woman mockingly wagged her finger in front of Kaine's mask.

"Stop!" He slapped her finger away, not in the mood, but still leaving her to smirk towards him and an annoyed Blake.

"So, you ready for this, Kaine?" Knuckles asked the unsure clone.

Kaine nodded, "Yeah, maybe. Gotta get used to the whole 'I'm alive' thing again, but that should be no problem."

"Ooo! I see you're wearing the costume I designed." Ruby ecstatically said while speedily observing Kaine's black and red spider costume that has a similar color scheme to her costume.

"You designed this?" Kaine asked the little Huntress-in-training.

" _Well_ , more like drew the initial design, Peter just finalized and created it with Unstable Molecules," Ruby answered before quickly going full-happy mode again. "So have you chose a superhero name yet? If you can't think one, I can! Oo, I just thought of one! How about the _Scarlet Spider_? Fitting, huh? I'm the Scarlet Rose! You're the Scarlet Spider! It's perfect, don't you…" She immediately stops talking when she feels Kaine's burning dark red aura emanating from his body, coldly staring into her soul with his annoyed lenses. She nervously chuckled, "I'm gonna shut up now."

"Good," Kaine said. "Now can hurry this up already? And where's Parker?"

" **Coming! Coming! Hold your horses!"**

They turn to see the Spider-Armored Spider-Man flying into the hanger, performing a superhero spider landing right behind them. **"So, how you like the new-and-improved me? Awesome, right?"** Peter asked, wanting comments of his brand-new, thin Spider-Armor.

Sonic whistled, "Looking sharp, Pete."

"So cool!" Ruby quickly zooms to excitedly observe Peter's new armor. "What is it called?! What could it do?! _Please_ show me!"

" **It's the Spider-Armor Mark II, also known as the Arachna-Prime Armor, fully powered thanks to my new DX Tech Node. It can-."**

"New suit! New look! Get over it," Kaine interrupted Peter as he was about to explain the features of his new armor to his friends. "Now get on the ship, OR I'LL HAUL YOUR ASSES INTO IT MYSELF!" He said, quietly entering the jet himself, leaving the other D-Avengers to stay silent for a bit.

"I do not like your brother." Weiss was the first to speak.

Peter embarrassedly chuckled, **"Yeah."** The heroes all take a seat inside the custom Quinjet. **"Can't believe there were times I asked Aunt May for a little brother, and somehow I got you."** Peter said to Kaine, taking a seat in the cockpit while Tails pilots it.

"It's not like I ASKED to exist, Parker. Now stop whining or else I'll stab your throat to shut you up." Kaine threatened.

" **How I missed you, Kaine."** Peter happily said to annoy his little brother, despite Kaine being a bit of an ass to him, he really does miss to have his little clone brother.

"Feelings not mutual." Kaine replied, getting a laugh from everyone else as they take off for Latveria.

* * *

 **En Route through the quiet skies of Latveria**

The Web Cyclone Quinjet are flying above the clouds as they head towards Dr. Doom's country.

"God damn it…So now I'm wearing this…" Kaine sighed while looking at his costume. "I hate doing this…I'm no hero, Parker. And _especially... ABSOLUTELY…_ NOT the Scarlet Spider." Kaine said, making Ruby sadly sigh, not remembering his other clone, Ben Reilly used to use that name.

"Kaine, I thought we've been over this." Blake told him as they JUST had a heart-to-heart with each other.

" **Yeah, listen to your girlfriend. You have a chance to prove yourself, man."** Spidey said while simultaneously teasing Kaine and Blake's relationship.

"First off, SHUT UP, and secondly, I'm not sure if I'm still cut out for this." Kaine replied.

"I'm sure you can do it. Shadow went through the same experience when he was conflicted joining the Black Arms." Sonic spoke up.

"I have NO idea what the hell you're talking about." Kaine replied, confused by the hedgehog's response about the Black Arms since he's completely unaware of who they are. "Eh, whatever. So I recall Doc Ock's working with the Masters of Evil. That bastard should've stayed dead."

"Wait…Ock died?" Yang asked.

"Yeaaah. Sort of…killed him at one point." Kaine answered, looking a little depressed.

" **Then he came back to life. Don't ask us how."** continued Spider-Man.

"Why?" Ruby asked the spider clone.

"Same reason why I hate that stupid name of yours and this stupid costume. I'm no hero. Had no purpose in life until Jackal turned me into his personal monster slave for destruction, then I had to work with those creeps." Kaine heatedly unleashes his stingers, "Another reason to come after Doom. He and those other sons of bitches are gonna suffer!" He angrily said, heating us his intense aura again that it starts to shake the entire jet like crazy.

" **W-W-Wait! Kaine! Hold up! Stop! You're gonna kill us all if you don't cool it!"** Spidey quickly stopped Kaine before he could blow up the ship, calmly his clone down to normal levels. **"Sheesh! And I thought Yang had anger issues."**

"Tsk. It's because of this stupid Aura and Semblance crap I have now thanks to your god pal." Kaine said, angrily turning his head aside.

"You also have to thank Salem and Jackal for injecting ISO-8 into your blood." Weiss added.

"I'll pay them with a stinger to the heart." The angry clone responded.

 **BGM-Sonic the Hedgehog 4 OST-The Tornado Takes Off!**

Eventually the jet arrived above Latverian airspace, where the team notices something incredibly massive on their left.

"Whoa. Is that…?" Knuckles starts speaking when they see a massive black, futuristic orbital fortress with green accents and Doom's intimidating metal face on it stationed at a nearby forest.

"Yeah. That's the Doom Sanctorum. Doom's massive space station, capable of destroying a galaxy-worth of ships in a single blast." Kaine finished for the echidna.

"That thing definitely looks like a Death Egg." Sonic said, looking unimpressed since he's destroyed tons of these in the past.

" **And the Death Star. Didn't think Doom was a big fan of Star Wars."** Spidey joked.

"I'm closing in right now." Tails powers the jet to fly faster towards the stationed space station before it lifts off to space, but before they could stop that from happening, the Spider-Sense Radar picks up danger coming for them. "Huh? Is that?" He recognizes the massive grey flying fortress blocking their view, popping out a long, blue, shark-like ship and a red-and-black spider-shaped flying vehicle, with the pilots looking awfully familiar.

"It's Metal Sonic and Mecha Spider-Man!" Weiss recognized the metallic drivers flying beside their ship.

"And looks who's atop the Battle Fortress?" Sonic points the team to see their old hybrid clone, Grimadoom, sinisterly smiling on top of the flying fortress. "Grimadoom!"

"Let me guess, a clone?" Kaine asked, barely remembering who or what Grimadoom is.

"Yup!" The entire Avengers said at the same time.

"Figures."

The heroes then all hear a loud voice coming from the Battle Fortress' speakers. _"Avengers! You are crossing Latverian airspace uninvited! The Battle Bird Armada will shoot you down out of the sky!"_ said the leader bird of the Armada, Battle Lord Kukku XV, Egg Boss of the Eggman Empire and an old foe of Tails. He commands his ship to prepare to shoot down their small jet with everything they got.

" **Ugh, Tails?!"** Spidey's and the ship's spider-sense are going full throttle with the danger alert.

"Hold on!" Tails swerves, veers, and boost the ship through an armada of missiles and other outrageous weaponry the armada possess, using the ship's spider-sense and advanced dodging maneuvers to do it without a scratch, swerving by the last second attack of Metal Sonic and Mecha Spider-Man, but who knows how long their tricky tricks will save them from destruction?

 **BGM End**

"We have to take out the Battle Fortress if we want to get to the Doom Sanctorum!" Tails said, while still dodging enemy fire.

" **Sonic! You, Scarlet Spider, Blake and Yang infiltrate that ship and teach those bird brains how NOT to fly!"** Spider-Man ordered as he, Knuckles, Ruby, and Weiss handle the weapons to take down the smaller fleet ahead.

"Good thinking! Let Scarlet blow off steam on THEIR ship!" Sonic joked.

"And I told you don't call me- Oh, whatever! Fine! You can call me that stupid name!" Kaine said, hearing a "Yay" from a nearby Ruby. Sonic's team opens the side doors of the jet so they could blow through the side of the Battle Fortress and find a way to quickly dispose of the ship.

 **BGM-Megaman X4 OST-Sky Lagoon (X version)**

The moment they crashed into the ship, the four reckless heroes find themselves met with birdy resistance. Scarlet Spider unsheathes his stingers, ready for action, "Show me why Parker puts so much trust in you punks."

Yang cockily cracks her knuckles, "Just watch. You'll be falling for us in no time."

Scarlet Spider leads the roaring assault, devastating all the bird goons with single attacks with his kicks and stingers. Power Woman blast away the incoming goons with her energy gauntlets before unleashing a powerful explosion from just a full-powered punch. Sonic transforms his shoes so he could generate a powerful energy sphere, kicking it at a hallway of wannabe goons before blowing them away with an almighty spin dash. And Black Tiger creates explosive elemental clones to distract the birdies for a sword attack to their jetpacks, causing the flying pigeons to lose control.

"Me and Power Woman will knock out the command center while Scarlet and Tiger shut down the ship's engines!" Sonic ordered, running with Yang to take down the command center.

"Fine! Let's go!" Scarlet said swinging down the hall with Tiger not far from him.

* * *

Back outside to the night sky battle, Tails pilots the Web Cyclone to dodge incoming fire while the others on the ship continue firing the weapons, taking down fleet after fleet. "I don't know how long we can hold this up!" Knuckles said before they felt a blast because of the two flying metal heads.

" **Just keep at it a little longer! I'm gonna go have a personal chat with the other drivers!"** Spidey said, hopping out of the ship to fly right behind Metal and Mecha's respective aircrafts. With his new nanotech armor, Spidey transforms his right gauntlet into a large cannon in the shape of a spider head. **"This is a no flying zone! Only we're allowed to break the rules!"** Spidey fires giant chunks of webbing into each aircraft's engines, blocking their exhausts so they could crash down to the forest, blowing themselves up but not the robot drivers as he sees them angrily shake their fist at him before they fly away to the Doom Sanctorum which has begun take off for space. **"Guys, they're already launching! We need to hurry this up!"** He said, joining back to the sky battle.

* * *

Meanwhile inside the Battle Fortress, Scarlet Spider and Black Tiger are closing into the engine room, demolishing everything in their path, including the Masters of Evil's goons. Scarlet webs up an octobots, unleashing his flaming web fists onto the Spider-Egg badniks. _'I could get used to this.'_ Kaine thought to himself, starting to like his new powers and Semblance. He slices the legs off of a robot Arma Gigas Grimm, web throwing its remains to some more robotized minions. He takes advantage of his new short-range teleportation power to get the drop on his unsuspecting prey, phasing through the wall like a ghost, trapping his physical annoyance.

"You're a ghost? What kinda spider power is that?" Blake asked while slicing through some robots.

"Who cares? I like it!" Kaine said, drop-kicking a bird goon to the ground. The two of them stop fighting momentarily when they spotted a Dark Gaia Titan approaching them, looking like he's really eager to hammer his club onto their head. "C'mon, punk! I've been itching to kill something as ugly as you!" Kaine taunted the big dark monster.

That might've hurt the titan's feelings, hammering his club onto the floor they leaped away from. As Scarlet growls with his stingers unleashed onto the titan, Tiger creates fire clones of herself around the giant beast, prompting Kaine to web them up to its body so they could blow up as he pounds the monster's face in so hard, they crash through multiple floors directly to the engine room.

"I don't know who's crazier: Him or Adam?" Blake sweatdropped after observing Kaine's reckless assault on the titan. When she hops down to meet up with Kaine, she sees him killing the Gaia Titan in front of the engines that're about to blow up. "Kaine, move!" She shouted.

Kaine takes a second to stop when he notices the engines about to blow, blowing him to Blake's direction after they blew up. As he quickly recovers, the semi-conscious clone embarrassedly finds himself on top of Blake after the explosion, a few inches away from each other's lips, making them both blush intensely. "Get off." Kaine impolitely said to relieve the uncomfortable stress.

"Rude!" Blake angrily kicks Kaine off her body so she could get up, and to hide her blush. "Why didn't your spider-sense warn you that thing was gonna blow?" She asked the clone spider.

"My what?" Kaine confusingly responded.

"You don't have a spider-sense?"

"No."

"So how're you Spider-Man then?"

"'Cause I'm not! I'm the Scarlet Spider- no, Kaine-no, ugh! Let's get out of here!" Kaine said, feeling flustered.

"Yes, let's us." Blake said, imitating Kaine's gruffy voice.

"I hate you."

* * *

 **Command Center of the Battle Fortress**

The Blue Blur and Blond Huntress blew themselves right into the command center where Battle Lord Kukku XV and his trusty son, Speedy are waiting for them. "Hey, hey, hey! Who's hungry for some roasted chicken?" Sonic grinningly quipped, using his bracelet to form himself a flame shield that Yang punches him across the room, melting and blowing up the entire room as the two head birds are sent flying out of their ship.

 **BGM-Sonic the Hedgehog 4 OST-Introduction of Death Egg Mk. II**

With no one controlling the ship and the engines blown to smithereens, the large flying fortress starts it descent down crashing to a deserted Latverian forest. Both teams regroup with one another at an intersection, with Yang being the first to notice Kaine and Blake, "Hey, guys, what's-?"

"NOT NOW!" The spider and cat shouted as they start running through the exploding fortress, leaving Yang and Sonic a bit confused to their reaction before shrugging it off and runs to catch up. As the four heroic stars tries to find a way to escape, they come across Grimadoom outside the outside.

"Grimadoom!" Sonic confronted his dark rival.

"I see you fools have survived the opening act. Now follow me if you want to see how this play will end." Grimadoom starts ascending into the air then flies at light speed up to space, leaving the four heroes to notice the ship is about to explode at any moment and continue trying to find ways to escape.

"Spidey! We're in need for a pickup!" Sonic said through their comms. Seconds later, they see the Web Cyclone right beside, with Peter opening the doors for them.

" **Entrance fee?"** Spidey joked to them.

"Shut up and let us in!" Scarlet and the others leap into the jet just as the flying fortress crashes and explodes.

"Tails, follow Grimadoom!" Sonic instructed his two-tailed companion.

"Strap your seatbelts! It's gonna be a bumpy ride!" Tails boost the jet at its highest speed so they counter exit the planet's atmosphere at lightning speeds to catch up with Grimadoom. And now the heroes find themselves in outer space, where the Doom Sanctorum is fully operational, ominously floating beside the Earth's moon.

 **BGM End**

 **BGM-Sonic Forces OST-Egg Gate**

Not long after entering the Sanctorum's line of sight, it fires all of its weapons onto the tiny jet of hope. **"This just keeps getting more and more exciting, doesn't it?"** Spidey quipped as the jet dodges most of the enemy fire, but even its greatest defensives won't last long against that behemoth of a station.

"We're not gonna last long like this!" Ruby shouted, noticing the jet's shields dropping fast.

"Sonic! Bust through their defensives!" Tails instructed his best pal.

"Don't need to tell me twice!" Sonic smirked, jumping up to an open hatch to stand on top of the ship.

"How can he breathe in space?" Kaine asked.

"We have no idea." Weiss replied.

Sonic powers up to his super form using the Chaos Stone and grips his hands to the jet, increasing its speed and defensives into super levels of awesome, causing it blaze through all enemy fire much to his excitement but to the dismay of his friends who can't stay focus while moving at light-speed.

"I've been alive for less than an hour, and I somehow got dragged back into your ridiculous adventures, Parker!" Kaine yelled in an unamused tone. "If I die again, remind to stay dead, got it?"

" **Sorry!"** Peter replied sheepishly, just as Sonic bust the jet through the space station's defensives, blowing a hole into the fake Death Star's hanger so they could properly land the ship. Thankfully, there don't seem to be any enemy resistance around, at least for now, but just in case, they activated the ship's advanced stealth mode to keep themselves from enemy radar

 **BGM End**

 **Inside the Doom Sanctorum**

" **Welp, we're here. So we could either take pictures or shut this place down."** Spidey said after they all walked out of the ship.

"I vote for the latter." Blake responded.

" **Scarlet, what do we need to know about this place?"** Spidey asked his clone.

 **BGM-Dragon Ball Super OST-Limit-Break X Survivor (Instrumental Type B)**

"The heart of the station is powered by the Master Reactor using the Master Emerald's power," Kaine starts explaining the plan. "We also have to take out the backup ISO generator located below us. Take those two out, and this entire station will lose all of its power to stay functional."

"What else do we need to know?" Ruby asked the clone.

"The top of the station is where the weapon to transform a planet into spiders is located, and I'm sure Doom is up there as well." Kaine continued.

" **Then what're we waiting for?"** Spidey joked. **"Team Sonic are gonna go retrieve the Master Emerald. I'm sure with the World's Greatest Treasure Hunter, finding that giant rock should be a piece of cake."** He said, referring to Knuckles next to him.

"HA! Don't worry. Just leave it to me." Knuckles raises his fist to the air.

" **Team RWBY. You girls are gonna not only shut down the ISO Generator, but set this place to self-destruct."** Spidey ordered the Huntress of Remnant.

"I'm sure the Eye of Agamotto will show us the quickest routes to find it." Weiss smiled, looking down at her mystic artifact.

" **That just leave me and you, bro, to disable that weapon and take down Doom."** Spidey patted his clone's shoulder.

"Smartest thing you said in our entire life." Scarlet said.

Yang walks up to give Peter to give him a warm kiss to the lips. "Good luck." She sincerely said to her superhero boyfriend.

" **Same to you. Try not to be so reckless, Point Break."** Peter replied with a sincere tone as well.

"Kaine…?" Blake sincerely stares at the short-tempered clone, showing some concern for her new friend.

"Try not to die, Belladonna." Kaine genuinely said to his new cat friend, getting her to smile and nod in response.

"Take care, guys, and good luck!" Sonic said after tossing the Chaos Stone to Peter, giving his friends a thumbs up as his team starts running around the giant death station.

"We will! Do your best, everyone!" Ruby waved good-bye to everyone while leading her team to the extreme dangers of the station.

" **Alright, Kaine! Let's go save the world! Parker Brothers away!"** Spider-Man said as the two brother spiders web swing to danger.

"That is NOT our catchphrase. We'd get sued." Scarlet Spider responded.

* * *

 **BGM-Megaman ZX Tunes OST-Doomsday Device**

Each team of the D-Avengers swiftly battle their way through this mystical fusion of technology inside the enormous sanctorum, top, middle, and bottom of the orbital station. Team Sonic race through mystical hazards and octo-shooter traps while battling the strongest forces of the Masters of Evil's army, including Eggrobos and Doombots. Sonic quickly spins through each scrap heap, with Tails using his arm buster to blast away the incoming Dark Gaia Grimm, with Knuckles effortlessly taking down a Big Mother Gaia goon.

"Hehe. This place really is like the Death Egg. This is gonna be fun!" Sonic smirked, racing with his friends through the dangers of the station.

* * *

Team RWBY's situation is a bit more problematic but nothing they can't handle. They fight their way through high-tech antigravity chambers, avoiding superheated surfaces and laser cannons, then barely dodging powerful psychic blasts presumably because of the Espeon Stone.

"C'mon, guys! Full speed ahead! Let's make this a race to see who could complete their task first!" Ruby cockily smirked, leading her team to do battle against the dangers of the metallic station.

* * *

" **Hahaha! This is beautiful! How can anyone be mad at this view,"** Spider-Man asked, having fun alongside Scarlet Spider, grinding on rails outside the ship, fighting through enemy lines and a small asteroid field while having an incredible view of Earth for them to enjoy.

"Focus, Parker!" Kaine said in a spacesuit using his Unstable Molecules, stomping on a spider-octobot when they hopped onto a conveyor belt, fighting more waves of enemies they easily dispatch. While the spiders continue battling through the outer corners of the station, they eventually come across their old mechanized clone, Mecha Spider-Man, surrounded by a sinister cosmic green aura.

 **BGM End**

"Hey, look, it's your robot clone." Kaine noticed.

" **And it looks like he received an Exo-powered upgrade."** Spidey said, scanning Mecha to confirm he's been powered up by the Espeon Stone.

"Are we seriously repeating the Clone Saga again?" Kaine asked his brother.

" **That's kinda how it was during this entire adventure. Let's make this one the last, shall we?"** Spidey said, getting ready to fight his robot doppelganger in space.

* * *

 **Back inside the Station**

Same thing's happening with Team Sonic as well. As they run across a long platform, they are knocked off by a speedy, Espeon-powered Metal Sonic. "Hehe. I was wondering when you gonna show your face. Let's see who's still faster, Metal!" Sonic taunted his metal counterpart, racing against his copycat throughout the station.

* * *

And just like the other teams, Team RWBY find themselves confronted by Team Toxin and Clove the Pronghorn of the Eggman Empire inside a mechanized chamber.

"Hello there, Team RWBY. How's your time in the Doom Sanctorum so far? Wonderful, right?" Cinder smirkingly asked her opponents.

"Oh, it's a blast, especially when we could tell we'll have to beat you if we want to proceed." Ruby points her huge scythe at the grinning Cinder.

"My Superior Seven should already be in confrontation with your other friends." Cinder said.

"Superior Seven?" Weiss questioned the name.

"Ock gave us that name. It's okay, I guess. Us, the metal heads, and Grimadoom wrapped in one awesome package, though Grimadoom insist to be the last one to fight. He's waiting along with the other Masters." Cinder explained.

"Then like I said. We'll beat you up, then we'll do the same to the Masters of Evil." Ruby said with a serious glare.

 **BGM-Sonic Mania OST-Vs. Metal Sonic**

"You might find that…a little more challenging than you think." Cinder said, putting on her Toxin Symbiote as she and her team power up their Espeon Stone energy, prompting Team RWBY to get ready for a big showdown against their rivals.

As soon as they activate their Maiden Styles, Team RWBY are thrust into battle with Team Toxin. Ruby and Toxin clash at blazing hot speeds, faster than the eye could blink while scythe and flaming symbiote blades clash with one another at high velocity. Ruby attempts to shoot down Toxin with a barrage of electric energy blast but Toxin cuts right through them, almost cutting off Ruby's head if she didn't duck and counter with a kick to the stomach.

Weiss goes head-to-head with Cinder's right hand girl, Emerald, blocking her powerful energy pellets with the use of her reinforced glyphs. The Schnee Supreme blows away Emerald with a mystic wind spell, but the moss-headed thief bounce back from the wall, colliding with Weiss' energy attacks with her energy pellets.

Blake is surprising having a hard time dealing with the Egg Boss Clove, repeatedly clashing with the Pronghorn's mastery of her purple energy scythe. She uses clones whenever she senses a close shave, but still can't seem to find an opening to deliver a good attack.

Yang finds herself doing well against Mercury lightning-fast foot work. She used to have a weakness against leg-based warriors but her recently training while keeping a cool head have completely removed that, countering each kick with a powerful punch. Even when some of her hair is cut off, she doesn't lose it. Instead, she keeps a level-head, catches one of Mercury's kicks and slams him to a wall before pounding him back to the ground.

* * *

 **Outside the Doom Sanctorum**

" **For a robot clone of me, you're pathetically inferior, even in the joking department. You haven't said a single thing this entire fight."** Spidey quipped while he works with Scarlet to take down their robot counterpart.

"Less talking, more fighting!" Kaine said, throwing body spikes at Mecha, but they prove insufficient, especially when they see him transform into his Dark Black Ace form, granting him wings and hyper speed attacks. "The hell is this-?" Kaine asked before getting interrupted by a light-speed sword attack.

" **He's in Black Ace Form! Watch out! He's incredibly fast!"** Spidey said, knowing full well of its capabilities as he also has an armor mode exactly like that.

' _Why the hell don't I have a spider-sense?'_ Kaine thought before being bombarded with devastating godly speeds.

" **I gotcha, Scarlet!"** Spidey manages to dodge one of Mecha's speedy sword slashes to kick him to a wall, then blast him through it with a full-charged repulsor blast. He chases Mecha and clashes with him at hyper speed, forming a spider-themed machine gun arm to constantly fire repulsor web shots. Mecha then forms a powerful black hole to suck Spidey in, but the quick-thinking webhead created an explosive hard-light hologram of himself to get sucked and destroy the black hole, knocking the Black Ace Mecha through some space equipment.

" **How do you like this?!"** Spidey quipped, toppling Mecha with Spider-Jackhammers for hands for a chance to perform some amazing combo work with his multiple spider-legs, punching him back to Kaine with a giant spider fist.

Kaine uses his "Flames of Kaine" to violently devastate the robot clone until he had enough punishment, transforming into his Dark Red Joker form to devastate Kaine with his enormous increase in strength. **"I am superior!"** Mecha spoke.

"At least I can still hit you!" Scarlet said, putting on his organic steel armor to catch one of Mecha's punches, surprising the robot at his incredible strength, leaving Kaine a chance to smack him across the area.

Red Joker Mecha was able to still stand after that, breaking apart its shoulder generators to unleash a powerful beam of energy onto Kaine as he charges up the third beam. **"Hey! I want to be part of this party! Where can I sign up?"** quipped Spidey, jumping in front of the fire, projecting a repulsor web dome around himself and Kaine to protect themselves from Mecha's lasers of Death. **"Heh. Your attacks are strong, Mecha, but that's because Ock based them off my old armor designs. With this new armor…"** Spidey starts absorbing the energy from Mecha's attack with his energy dome, granting him a temporary power boost. **"They're as weak as a feather."** He finished Mecha off by destroying him with his own energy. **"Alright! Let's keep the momentum goin'!"** He said, continuing his adventure on the station with Scarlet Spider right by his side.

* * *

 **Meanwhile, inside the ship**

Sonic and his robot counterpart are still racing against one another, duking it out at high-speeds across a long stretch road. Sonic easily jumps over Metal's darting energy field, bouncing off the walls to avoid his electric spherical field. "You really need to come up with new material, dude!" Sonic cockily smirked back to his metal rival, having already know most of Metal's moves.

Irritated by his taunt, Metal charges up his Exo energy, wildly attacking Sonic with illusionary spin dashes. "Okay, this is new!" Sonic said before getting hit by some brutal spin attacks. Lucky for the hedgehog though, he was saved from one of Metal's illusionary attacks when Tails and Knuckles finally caught up.

"You gotta stop leaving the fun stuff to yourself." Tails joked with his blue buddy.

"I'll write that down in my notepad." Sonic replied, grabbing onto Tails so he could avoid another illusion dash from Metal.

"Hey, Metal! Chew on this!" Knuckles stomped onto the blue robot's face but quickly blown away by a burst of energy from the annoyed robot. Metal Sonic telekinetically lifts up chunks of the station's equipment to use as projectiles against the heroes, but they either dodge or punch their way to avoid damage. For his last trick, Metal summons his Black Shield but with a twist. With the power of the Espeon Stone, he creates illusions of himself, summoning black lightning blasts in an effort to destroy the heroes.

"It doesn't matter how many clones you make! We'll take them all down!" Sonic said with determination. Tails throws his best buddy into the line of fire, and before he could get blasted, Sonic spins around in the air at light-speed, unleashing a devastating hurricane that destroys all the Metal clones, leaving but the real one for Team Sonic to decimate with a combined spin attack, landing at the other side of an electrified door that closes shut just as Metal was about to catch up with them, destroying the robot menace in the process.

"Just like the good old days." Sonic laughed for a bit so he and his team could continue locating the Master Emerald.

* * *

And lastly, the battle between Team RWBY and Team Toxin is also coming to a close. After one powerful flaming Shoryuken, Yang managed to defeat Mercury, leaving him unconscious on the floor. "Consider that payback for the small haircut." Yang quipped.

Blake was able to find a way to bypass Clove's tricky defensives, using Scarlet Rose Soul Unison to increase her speed, circling around Clove from all areas, confusing her so she could tie her up with her ribbons then knocking her out with a knock-out kick. "Stay down, scythe-girl. Only Ruby knows how to use one of those." Blake said.

With the ancient magic embedded in the Eye of Agamotto, Weiss is completely immune to Emerald's hallucinations, even with her Exo-powergrade. "Let's see how you like _my_ illusions?" Weiss incants the Images of Ikonn, confusing Emerald with mirror constructs of the Schnee long enough to be blown away with the mystical waves of the Sevens Suns of Cinnibus.

Now all that's left is Ruby to defeat the Symbiote Goddess Cinder, with the former surprised the little girl is able to keep up with her. _**"I've underestimated you, Ruby. I thought Spider-Man was the only one who could give me a good time."**_ She smirked behind the mask, unleashing symbiote tendrils from her back to attack Ruby, but she was able to cut clean right through them.

"I'm aiming in becoming a better hero than both him and Sonic! That's why I keep working hard every day!" Ruby said, slashing Toxin away with rosy speed scythe slashes.

" _ **I'm sure you will, IF you can beat me!"**_ Toxin unveils her claws to swipe at Ruby, but at the last second misses when the little Avenger swerves right beside her.

"I KNOW I can beat you!" Ruby confidently grinned, unveiling her ISO Proton Cannon to finish off Cinder with a powerful ISO blast, knocking her out of her symbiote. "Haha! I did it! I won!" She cheered.

 **BGM End**

"Awesome job, Ruby." Yang high-fived her little half-sis.

"Heh. Not bad. You got me good there." Cinder said, exhausted and slowly gets up, surprising with the help of Ruby. "Thank you."

"No problem." Ruby smiled.

"Guess we're done here for today. Kinda had my fill using cosmic energy from the infinite multiverse." Cinder said while swiping away the dust from her dress. She then opens a portal back home for herself and her friends to take. "Good luck beating the Masters of Evil. Let's hope our paths cross again one day." She said as Team Toxin makes their exit.

"Bye! See ya later!" Ruby waved good-bye to her rivals before they completely vanished. "They're such nice people." She said.

"Nice- _ish_ , you mean?" Weiss corrected, still not _completely_ trusting Cinder, only like 89%ish.

"Same thing." Ruby replied before getting a call from Spider-Man. "Yo!"

' _Just wanna check how ya'll doing. Me and Kaine had to fight another clone, this time our long-lost robot brother.'_ Spidey joked through their comms.

' _Huh. Funny. We just finished fighting Metal as well.'_ Sonic said.

"And we just took down the Cinder Squad. Guess that means we're halfway there, huh?" Ruby asked.

' _You bet! Mini-boss beaten, Act 2 awaits.'_ Sonic said.

' _Final act?'_ Spidey asked.

' _Final act! I know how these things work. Get ready for the final woo-hoo, folks! We're ending this!'_ Sonic said.

"Then what're we waiting for, Avengers! Let's assemble and save the world! Woo-Hoo!" Ruby said, joining her team to head into the final areas of the Doom Sanctorum, along with Team Spidey and Team Sonic about, all prime to gear to save the world from the clutches of the Masters of Evil.

* * *

 **BGM-Dragon Ball Super OST-Limit-Break X Survivor (Preview)**

 **Spider-Man: It's your Friendly Neighborhood Spider-Man speaking! This is it, guys! Final boss time! Choose your opponents! Choose the best way to embarrass them, and let's end this before breakfast, shall we?**

 **Sonic: Haha! C'mon, Eggman! Grimadoom! Let's finally have that super showdown, eh?**

 **Ruby: We got you right where we want you, Salem! I've been saving something just for you!**

 **Spider-Man: And you, Doom and Ock, you're not firing that weapon! This world already has enough awesome spiders! Now it's time to teach ya a lesson!**

 **Next time on D-Avengers: Spider-Island DX:**

 _ **Master Avengers**_

 **Spider-Man: One more time…AVENGERS ASSEMBLE! I'll never get tired of saying that.**

* * *

 **KFX Here: Endgame. Masters verses Avengers! Who will win domain over two Exo Stones and control the world? Find out next time on the exciting conclusion of D-Avengers: Spider-Island DX.**


	20. Issue 17: Master Avengers

_Issue 17: Master Avengers_

 **Doom Sanctorum, Master Reactor Chamber**

With only around 15 minutes left before the Masters of Evil transform the entire world into spiders, the Mighty D-Avengers continue racing through this high-tech mystical sanctorum in a last-ditch effort to save their home dimensions. Eventually, the Heroes of Mobius finally located the ancient Master Emerald at the heart of the sanctorum. This mystical rock of limitless energy is being used as a battery, powering the entire death station on a futuristic shrine similar to the one found on Angel Island, enveloped inside a massive orb of energy with various octopus-like tentacles safely harnessing its power.

"There it is! The Master Emerald!" Knuckles said in the massive circular chamber.

"Incredible. They're using the Master Emerald as a part of some fusion reactor, harnessing its energy, powering the entire ship. If we don't deactivate it now, there's nothing in the whole universe that could stop this station." Tails explained to his friends.

"Then what're we waiting for," asked Sonic. "Spidey and the others are counting us, so let's take the emerald and ditch this taco stand." He said, running alongside his friends to the Master Reactor, but just seconds after they started running, dark blue energy shots force them to back away from harm's way. "Heh. And here I thought you'd be late for the party, Grimadoom." Sonic grinned when he looks up to see the dark hedgehog of the Superior Seven team floating above them, grinning.

"So, my inferior brother, what do you think of this arena I chose for our final battle? Quite fitting to determine the superior hedgehog, don't you agree?" Grimadoom grinningly asked, slowly descending to the ground in front of the Master Reactor.

" **Grimadoom! Don't start the festivities without me."**

 **BGM-Sonic the Hedgehog (2006) OST-Theme of Dr. Eggman**

Ascending from the bottom of the metallic floor, the heroes see Dr. Eggman piloting what appears to be a cross between his classic Death Egg Robot with a humanoid tarantula, while also taking a few design characteristics from Remnant's Grimm. Eggman laughs while sinisterly glaring at his small adversaries, **"Say hello to your ultimate doom, Sonic! Behold, the Exo Eggrantula, energized thanks to the limitless energy of the Espeon Stone and the Master Emerald! It's powerful enough to wipe out all life in a solar system using little energy, and I'll first use its power to destroy you and your worthless avenging pals!"**

" _Yeah_ , how many times have you said something like that before? How many times have it _really_ worked out for you?" Sonic mocked the egg doctor, looking highly unimpressed.

" **Shut up, you spiny little brat! I've had enough of your smart-mouth! I'm gonna personally rip it out, along with your whole flesh and feed it to the Grimm!"** Eggman threatened the unfazed, yawning hedgehog, irritating even more.

"Enough of your unamusing threats, Eggman! It's time we take out the trash and take back my emerald!" Knuckles shakes his fists towards his opponents.

"Hmph. Very well. It is so _tragically_ unfair for just the three of you to come against us, but who are we to turn down a death wish? In my opinion, it'll be FAR more entertaining this way!" Grimadoom maliciously smirked at the heroic Mobians.

"Heh. Yeah right. Things won't go the way you think this time, Grimadoom!" Sonic jumps back a few feet and closes his eyes. He then mentally summons the seven ISO Emeralds he collected earlier, encasing him in a bright golden light, turning himself into the invincible Super Sonic.

"HA…Your…super form, with the ISO Emeralds? Is that it? Tell me, Sonic, do you intend to waste BOTH of our precious times? Or is it that you simply forgot that you could hardly scratch me the last time you used that power?" Grimadoom asked, looking a little annoyed that Sonic hasn't seem to learn from their last encounter on Remnant.

"Heh. Funny. 'Cause the way I remember it; this was the very same form that knocked YOU out the last time we fought!" Sonic taunted, slightly annoying his dark clone counterpart.

" **Enough of this mindless squabble! Shall we commence with the part where we kill you already?"** Eggman said, losing patience.

"Nah-ah! Not yet! I still have one more trick up my sleeve!" Sonic said.

"Oh. I knew I sensed something. So, what is it that you added to your repertoire?" Grimadoom asked, intrigued.

Sonic starts confidently smirking as his golden body starts to light up a different color. "A little hyper juice!" And with a quick, powerful flash of immense energy that shakes the entire station, Sonic comes out with silky white fur, majestic blue eyes, and a multi-colored rainbow aura.

"Hyper Sonic!" Tails said happily and Knuckles silently smirking.

" **Not that blasted form again!"** Eggman cursed.

"Hm? So, this is the new power you speak of? I'm not impressed." Grimadoom said, un-intimidated by the sacred power that is Hyper Sonic.

"Oh, don't worry. I promise you're gonna enjoy this." Hyper Sonic grinned. The hyper hedgehog thrusts his hands towards his best buddies, granting them a hyper-powered shield to increase their power that rivals his form.

"I really hope so, hedgehog, 'cause this'll be the last time I might truly have some fun." Grimadoom said, powering up his own Binary form to match Hyper Sonic's strength.

" **It all ends here, rodents! Prepared to be drowned in eternal suffering and despair!"** Eggman said, priming his giant battle robot to get ready for the final battle between his arch-nemeses.

 **BGM End**

* * *

 **Doom Sanctorum, ISO Generator Sanctuary**

Just as Team Sonic are about to start the fight for their lives, several stories down, Team RWBY have just arrived at the hellish, but beautiful-looking chamber housing the back-up generator for the sanctorum station.

"Is this the place?" Ruby asked while looking around her mystical surroundings.

"That's what the Eye of Agamotto's telling me. This entire chamber is practically gassed with mystical, ISO-8 energy." Weiss replied as they walk closer to the core.

"That is the beauty of the _glamorous_ fusion between magic and science."

 **BGM-RWBY OST-Divide (Instrumental)**

The Huntress trainees instinctly take out their weapons when they see Salem mystically teleport herself in front of the generator in a grandiose fashion. "Salem!" Blake said.

"Gotta admit. Nice entrance." Ruby smirked.

"I'm glad you're amused, Ruby," smiled the wicked Salem. "You huntresses have a lot of spirit, more so than the thousands of warriors that DARED face me in the last few centuries, even dear old Ozpin. Spirit, that I'll relish in obliterating with my own hands." She clenched her fist filled with mystical dark energy.

"Pfft. We're not scared. Did you forget we TROUNCED your old granny butt a few hours ago? What can you do now?" asked an unfazed, confident Yang, then drops the buoyant smirk when she sees Salem surrounded by the cosmic green energy from the Espeon Stone. "Hmm. I guess that's a minor improvement." She nonchalantly said, still not scared at the slightest.

"Oh. You don't think this's cute? Then, how about I take it up a notch." Salem circles her hands around, incanting some ancient spell Dr. Doom taught her. A very powerful magic spell that not even Dr. Strange likes using a whole lot. The entire chamber starts shaking intensely from her mystic enchantment, then she says, "I invoke the forsaken power of Zom!" Her entire being becomes a semi-demonic version of herself, head flaring completely red, and hands replaced with mystical spiked blades.

"Uh, what is THAT?" Ruby asked, _a little_ terrified, just like the rest of her friends.

"A spell even Dr. Strange hates using." Weiss replied.

"Oh sonofa-." Before Yang could curse, Salem stretches her right sword arm at the Huntresses, with Weiss quickly forming a glyph that scatters them across the chamber before the blade pierces through their heads. "I hate magic." Yang mumbled to herself.

" _Hahahaha! Thanks to the Espeon Stone, I can safely use Zom's limitless magical prowess,"_ said the transformed, flaming head Salem. _"Just a portion of its power will do you in. You're gonna need a power beyond this one to put a dent on me now."_

"Then it's a good thing I brought the Eye of Agamotto!" Weiss said, opening the limitless power of the ancient eye to its fullest potential. "Dr. Strange, lend us your strength!" The Schnee Supreme said, with an astral image of Dr. Strange appearing right behind her.

"Ruby! Are you gonna show her something else?" Blake smirked at her childish leader.

"YES! Finally, I've been dying to try this out but never got the chance to!" Ruby excitedly said before getting cockily confident. "Now don't blink. You're gonna love this! Activate Lunar Maiden Style!" She shouted as her costume changes and her eyes glow a bright silver light, enveloping the entire room. Salem looks incredibly intrigued at this new power Ruby is channeling as the light flashes away, out with Ruby in a brand-new, silver-and-black outfit, with some parts of her clothing possessing rose-like symbols, completely surrounded by a majestic silver aura, simultaneously granting her the Complete Soul Unison of her teammates, granting her all of their awesome abilities.

"Oooo, I am loving this! I have to thank Peter after this," Ruby said, loving her new mode and power as her other teammates walkup behind her. "Now what're we waiting for? Let's get this party started!" Everyone gets ready for this almighty heavenly battle between the hellish power Salem is empowered with.

 **BGM End**

* * *

 **Doom Sanctorum, Spider Shrine**

 **BGM-Sonic Rush Adventure OST-Cutscene: The Power**

" **I'm almost at the finish line! Step it up, Scarlet!"** The Spider-ArmoredSpidey taunted his clone brother as they race each other through an eerie hallway.

"This isn't a race, bonehead!" Scarlet replied, and not much later, the brother spiders enter a web-like glass dome where you can capture a glorious view of Earth, but this circular chamber also houses a large dark green railgun pointing straight at an unsuspecting Earth.

" **Is that what I think it is?"** Spidey asked Kaine as they stare down the large high-tech gun.

"Yup. That's the gun they're gonna use to transform our worlds into their own spider-planet." Kaine responded.

" **Then what are we waiting for? Let's wreck this thing and go home."** Pete said, but before they could take another step, someone from above blasted them away, or would've if Spidey's trusty spider-sense didn't warn them of the danger. **"You just gotta love the spider-sense. Who did that anyway?"** Peter asked.

"Step away from my world-changing weapon!"

The Spiders look up to see an Espeon-powered Dr. Octopus sinisterly crawling down the wall with his nanotech tentacles. **"Ock, we really need to stop meeting like this. People are gonna talk."** Spidey joked.

Octavius chuckles, "You mean MY people. In just a few short moments, the people of Earth and then some are forever gonna listen to us, their supreme masters!" He sinisterly chuckled again.

"Not if we have anything to say about it, punk," Kaine said, unsheathing his stingers. "I've killed you once, Ock, I can do it again."

" _You're_ the one that killed me? Hehe. Then it's a pleasure I'll finally have my revenge." Otto creepily smirked.

" **I can sense your teatime buddies are already fighting my friends, but where's Doom? I thought he'd be happy to see me wreck his plans."** Spidey said to his octo-nemesis.

"Oh, he's coming. He just wanted to be properly dressed for your funeral." Octavius ominously grinned.

And right on que, Dr. D makes his grand entrance with a powerful mystic stomp that blows away the radioactive wall-crawlers slam to a wall. As they slowly stand up, the spiders are little stunned to see Doom wearing some sort of mystic Iron Spider Armor that houses the Espeon Stone as its armor's reactor, with designs and colors that fits an egotiscal maniac like Victor von Doom.

"Okay. I had no idea he had that." Scarlet Spider said, looking stunned.

" **So now your copying my looks and style, Doom? Sorry, but that kinda armor looks WAY more awesome on me."** Spidey joked.

" **This mystic armor was forged using your old shedded skin, to properly regulate and control the power of the Espeon Stone."** The Spider-Armored Doom explained to the spider-heroes.

" **You're wearing my skin? That's disgusting, even for you."** Spidey joked.

" **This way, I can also access what you call the 'Web of Life and Destiny', granting me all you insects' special abilities."** Doom said.

' _He's not kidding,'_ Ero starts talking inside Peter's and Kaine's head. _'He has managed to become ONE with the Great Web, taking all of its power. He now possesses the full strength of a god. I knew Doom was always a menace to reality, but even this surpass my expectations, and he's not even a spider-totem.'_

" **Eh, this wouldn't be the first time Doom gained godlike powers,"** Spidey casually shrugged. **"How many times does that make it? Three? Four, I think? Ah, whatever."**

" **This is your LAST chance, Spider-Man. Walk away, quietly, and I promise no harm will come to you and your friends."** Doom proposed a meaningless deal to Spider-Man, fully knowing what the stubborn bug's answer gonna be.

" **Should've told me that earlier before you established Spider-Island without my permission. Now I'll have to slap you silly, Vicky."** Spidey replied with a joke.

" **Hmph. Then you leave me no choice. Prepare to fall before your Grand Master, Doom!"** Spider-Doom said, powering his energy to unspeakable levels, shaking the entire station, the entire dimension with a simply power-up.

" **Scarlet, think you could handle the calamari while I rub my fist on Mr. Ego's face?"** Spidey asked his spider-brother.

His clone chuckles while he powers his dark aura, cracking his fists in excitement, "Sure, no problem." He said, lunging himself to battle Doc Ock, leaving the Amazing Spider-Man to take on the Maniacal Doctor Doom by himself.

' _This is it, Parker. I can't help you in this fight. The Web AND your worlds fall upon you. It's up to you now! You know what to do!'_ Ero encouraged his human other, having full fate he could beat Doom without finalizing together.

" **Haha! This's gonna be exciting! As Sonic would say, it's time for one last, great party!"** Spider-Man smirked behind his metal-armored mask.

 **BGM End**

 **BGM-Sonic Rush Adventure OST-Cutscene: Transform**

The armored arachnid stylishly takes out the Chaos Stone that Sonic lend to him earlier. Holding it kind and gently, he pours all his hopes and dreams into the majestic gem as it forms a watery vortex of golden energy enveloping Spider-Man as a whole. His armor slowly gets a golden makeover with some nice-looking silver and black accents. **"Watch out, world! Super Armored Spider-Man ready to save the day, looking good while doing it!"** Super Spider-Man quipped before he confronts Doom for the fight of his, and everybody's life in three dimensions.

 **BGM End**

 **BGM-Sonic Rush Adventure OST-Boss: Deep Core**

The Super-Powered armored combatants take epic fight outside the station to a nearby asteroid field close by. **"Here I come, Doom!"** Super Spider-Man darts at Doom at light-speed, throwing the first punch, but Doom's Exo spider-sense, or he would prefer it "Doom-Sense," saw that attack coming from three miles away and countered it with a kick to the chest. Spidey quickly forms two spider-cannons for hands to attack the mad doctor with a blazing barrage of chaos energy web shots, but they were deflected by magical barrier. **"How about I come a little closer? See how that works!"** Spidey flies close to Dr. Doom to attack him with feisty punches combined with his use of his spider-legs, but Doom quickly counters his attacks with his own spider-legs, knocking the boy away.

" **You are not making this easy, y'know!"** Spidey said to Doom.

" **You fight like a child, quite fitting I would say."** Doom taunted the heroic spider.

" **Technically, I'm an adult. A VERY unpredictable adult, I might add!"** Spidey launches the nearby asteroids with his webbing towards Doom, but with the Espeon Stone's psychic powers, he easily reflects them back at Spidey, who destroys them all with a double web-tendril whip. Now thinking of using the nature power of his Exo Stone, Doom launches multiple devastating hurricane attacks that Spidey easily flies over. **"How can anyone take you seriously after you lost to Squirrel Girl that one time?"** Spidey taunted, irritating Doom so he could get the chance to kick him in the head then blast him with another energy blast. _'Just gotta make fun of the ol' ego. That'll do him in.'_ Spidey thought, knowing Doom's massive ego can serve as his greatest weakness. The Super Spider quickly notices Doom recovered and angrily flies right at him for another round, which Spidey is happily looking forward to.

Nearby at the Spider Shrine, Scarlet Spider is holding his own against the powered-up Dr. Octopus, swinging around all his new energy blasts coming from his tentacles. He webs them up temporarily so he could punch around Ock a bit before he could make uses of his tentacles again.

"Hey, Nicole. I think that's your name. You and JARVIS need to start deactivating that gun while I distract Ock." Scarlet said, ducking under all of Ock's tentacles while he maniacally laughs.

' _We'll try.'_ Nicole replied.

' _Good luck, Scarlet Spider.'_ JARVIS responded.

Kaine cuts through Ock's tentacles with his stingers, teleporting himself straight to the spider-gun's control panel so he could start hacking Nicole and JARVIS into the system with the least amount of security. "Hands off my machine, insect!" Ock grabs Kaine by the waist with his tentacles, repeatedly slamming him across the chamber. The more he gets smacked around, the angrier Kaine gets, and the angrier he gets, the more his inner spider is unleashed, transforming him back to a Man-Spider while wearing his tattered costume. "Wha-?!" Ock is surprised by Kaine's sudden transformation, leaving him vulnerable to be thrown across the room with a powerful uppercut.

" _ **Now it's time for you to be destroyed, Ock!"**_ The in-controlled Kaine said, roaring intensely as he resumes his monstrous battle with Octavius.

* * *

 **Meanwhile at Master Reactor Chamber**

Hyper Sonic and Binary Grimadoom are repeatedly clashing with their light-speed auras inside the enormous chamber, and while those two are knocking their heads at each other, the hyper-powered Tails and Knuckles are doing their own battle against the Almighty Exo Eggrantula.

" **Prepare to die, vermin!"** Eggman insulted, firing multiple missiles at the yellow-and-red duo. Knuckles easily deflects the missiles with his boxing gloves so he could have a shot in punching the giant mech, but this irritates Eggman to disperse the hyper echidna with a shockwave blast, but this also gives Tails a chance to spin attack the cockpit multiple times before being swatted away like fly from the robotic spider-leg the Doc sprouted from his back. He was about to pierce the downed fox, only for Knuckles to save him by grabbing the leg and using his hyper-enhanced strength to throw Eggman across the chamber. **"You little…I'm going to make you suffer!"** Eggman angrily said, commanding his robot to stand back up.

"Try us, Eggman!" Knuckles said, joining Tails for a combined spin attack to the chest of the mech.

Meanwhile, Sonic and Grimadoom eventually took their speedy scuffle outside the sanctorum to the surface of the moon. "Hmph. I thought I was the only one that get stronger through every battle." Grimadoom smirked while standing far away from the white-fur hedgehog.

"Who did you think you got that from? I grow stronger with every second." Sonic smirked back.

"Too bad it won't be enough!" Grimadoom launches a destructive fist that Sonic barely defends himself, sending him flying right next to the Watcher's Citadel on the moon, where the Watcher himself, who somehow survived his early encounter with Doom, is seen silently watching the intense struggle between the two hedgehogs.

Sonic charges up a hyper-powered spin dash, launching himself back to the fight to blast Grimadoom to another side of the moon. Getting irritated, the binary hedgehog uses the chaotic magic of the Scarlet Witch to summon multiple floating glyphs to strike down at Sonic with awe-powerful magical cosmic blasts while simultaneously using his silvery blue eyes to launch out invisible eye blasts at him. The hyper hedgehog barely swerves around each blast, stylishly deflecting Grim's eye blasts to a nearby asteroid belt in the solar system to cause a massive explosion to be seen for miles, all before colliding with Grimadoom once again, clashing and beating on each other at hyper speeds all across the moon, sending out powerful waves of energy that's enough to shake the entire orbital satellite.

"Give up, Grimadoom!" Sonic said while fighting his clone.

"You know I'm too stubborn to do that! I got that from you fools!" Grim quipped, still clashing with the hedgehog and his ISO-Chaos power.

* * *

 **At the ISO Generator Sanctuary**

" _It is no use! Give up this worthless struggle!"_ Salem taunted the Huntresses of Remnant, trying to blast them away with the demolishing power of Zom and Dark Gaia. In her Lunar Maiden Style Change, Ruby was able to effortlessly dodge all of Salem's attack with her increased speed and agility, getting a good few hits on the dark witch with her new silver dual-wield scythes. She quickly backflip spin away from a powerful blast from Salem, ricocheting herself to slice throw the spirit arm of Dark Gaia Salem partially summoned.

Blake takes a pie off Salem, clashing her katana with her arm blades before being blown back a destructive sonic scream that could destroy walls, but Weiss was able to save her at the last moment, using the all-seeing Eye of Agamotto to envelop the faunus and her friends with a divine light thanks to the Shield of the Seraphim. This becomes too convenient for Yang, allowing her to go all-out on Salem without having to worry about taking any major damage. "Miss me, miss me! Don't tell me you're getting slower with age!" The blonde Avenger taunted the dark wizard while avoiding the spirit of Dark Gaia's energy blasts.

" _Fools! Can't you see its hopeless! What do you have to gain from fighting me?"_ Salem asked her opponents, charging up her demonic energy.

"A good night's sleep. We've been working hard all day." Weiss quipped, summoning the sacred Seal of the Vishanti to magically power up the entire team, granting them tremendous power over white magic. The girls effortlessly fight through the waves of the demonic Dark Gaia Grimm Salem keeps pouring on them, then combine their powers to devastate Salem with a single attack.

" _I'm being overpowered? Impossible!"_ Salem said, shocked that even with her upgraded powers, Team RWBY is still giving her a run for her nonexistent money.

"Uhhh, didn't we kick your butt a few hours ago? This is hardly a surprise." Ruby quipped, frustrating Salem to increase her power immensely, but that doesn't scare the girls one bit, all cockily smirking for another round with the old crone.

* * *

 **Back to the armor fight in space**

 **BGM End**

Super Armored Spider-Man has been able to close the gap between his power against the Spider-Armored Doom, doing what he does best, constantly getting on the enemy's nerves with his obnoxious talking, which exceptionally works on those with gigantic ego's like Doom's.

" **What's the matter, Doominator? You have the powers of a god and still can't squash the itsy bitsy spider! If you can't beat me, how else can you beat Mr. Fantastic? He's seems to be better than you in everything?"** Spidey continuously taunted Doom's ego, distracting the pissed off monarch for a chance to really lay out the hurt with his spider-leg lasers. He flies right beside Doom to clobber him with the almighty force of his Spider-Fu, kicking him across space. Doom was able to stab Peter with multiple mystic web stings to various parts of his body, but the quick-thinking arachnid cut through those web lines with his armor's hand-blades, unleashing a destructive aqua slash the knocks Doom silly around his space station.

The two armored warriors stop fighting for a bit to catch their breath, panting heavily after each nasty blow the other took from their opponent, but then Doom starts to ominously chuckle towards the Spider, getting his attention, **"What's so funny? Did you get hit in the head? I suggest you go see a doctor. Not you. A good one."**

" **You're a persistently strong adversary, Spider-Man, or should I refer you to your other identity?"** Doom asked, now fully gathering Spider-Man's serious attention that the king of Latveria might actually know Peter's secret identity.

" **Heh. I knew you had a giant ego. Didn't think you would stoop so low in cheating. Let me guess: Either Salem told you or you used the Espeon Stone to read my mind?"** Spidey asked, still putting on a cocky attitude in front of Doom.

" **Neither. When I knew you would prove to be a menace in my plans, all it took was a little detective work. Piecing the dots wasn't too hard. Only fools below Doom would be fooled in who you really are."** Doom explained.

" **Okay. And I'm to assume the your other 'inferior' pals know this too?"** Spidey asked.

" **No, and Doom means to keep it that way. I respect your privacy. I know you only pull this childish stunt to protect your love ones. Doom honors that. Besides, knowing your identity doesn't change the fact you're a stubborn child that needs to be punished."** Doom said, charging up his armor's energy again.

" **Hey, I'm just happy your taking me seriously after the last dozen times I've smoked you."** Spidey said, getting back into fighting position.

 **BGM-Sonic Forces OST-Battle with Mega Death Egg Robot**

Using the full power of the Espeon Stone, Doom traps himself and Spider-Man in some dark green pocket dimension stitched together by mystic webbing. **"Hey, what is this?! An illusion?!"** Spidey asked, only to get bashed by multiple fists made of magical webbing protruding from the dimension itself, then comes the mystic wind attacks that blows him across the boundless dimension.

" **Foolish little insect. You're in DOOM'S domain now. Using the full power of the Espeon Stone, I can control this entire dimension with my mind alone. My absolute, supreme intellect, that knows no equal, will be MORE than enough to crush your feeble mind into oblivion!"** Doom said, using his mind dimension to completely overpower Peter.

" **Ah, that's no fair! You have the home field advantage!"** Spidey joked then grunted when he gets stuck on an extremely large web, entirely impossible to break free, even with the power of the Chaos Stone.

" **It's hopeless, Spider-Man. Doom's mind is simply too strong for yours to overcome. I will crush your mind until you're nothing more than mindless trash! Not even that Other of yours will save you."** Doom said, channeling energy into his right palm, thrusting it to the airspace in Parker's direction and slowly start to crush his mind, getting him to scream in agony.

Back at the Spider Shrine, the Man-Spider Kaine has been able to overcome Doc Ock's impressive power, but without a spider-sense, he is vulnerable to one last trick Ock has up his sleeve. "Mindless beast!" Ock uses the nanotech embedded on the floor to strap Kaine's arms and legs to the floor, acting like chains, incredibly hard to break free.

Kaine growls, _**"Ock! When I get out of here, you're-!"**_

"You're not going anywhere, Scarlet Spider!" Ock fires the full force of his new powers to continuously drown Kaine with the energy of the Espeon Stone from his metallic tentacles, so strong that not even his organic steel mode could reduce the painful intensity of the blast. "You cannot defeat me! You're a monster! A freak! Nothing you do now will make anyone forget you had a hand in this chaos, and know you're gonna pay the price!" He then turns to see the Spider-Gun is almost ready powering up, and is about to fire onto Earth. "See? It's only a matter of time now! You've all lost!"

* * *

 **Master Reactor Chamber**

Despite giving him a lot of trouble, Eggman was able to capture the ISO-Emerald-enhanced Tails and Knuckles in one of his robotic hands. **"You rodents have been a pain in my egg for too long! Prepared to finally receive your penance!"** Eggman starts crushing the very life out of two, causing them to let out a scream of pain so loud, Sonic was able to hear it on the moon.

"Tails! Knuckles!" Hyper Sonic said, thinking he should go back and help his best pals.

"Nuh-uh-uh! First you have to contend with me, Sonic!" Grimadoom said to the hedgehog, powering up his dark energy to its absolute max, capable of shaking the very fabric of reality itself. "One more clash! All-or-nothing!" Grim declared.

Sonic confidently smirked, "Alright! Time to finish this!" He then powers up his hyper energy to its maximum as well, matching Grimadoom's to the nearest top.

* * *

 **ISO Generator Sanctuary**

The magical battle against Remnant's strongest is also coming to a close, with both parties reaching the limits of their incredible power. Salem pants heavily, but also notices Team RWBY also getting extremely tired. _"I sense this battle is reaching its limit."_ She said, then proceeds to charge up a powerful magic blast from her Dark Gaia avatar using all of her energy. _"It's time I send you warriors to the eternal afterlife where you belong!"_

"Ruby?" Blake turns to her leader.

"I know! Final shot! Charging it up to full power!" Ruby said, morphing her gun-scythe to its silver large cannon mode, charging up the ISO Proton Cannon to its absolute max, with some assistance from Weiss' magic and glyphs, increasing the power of the Cannon with the Eye of Agamotto, getting ready for the final clash with Salem.

* * *

 **Doom's Dimension**

 **BGM End**

Spider-Man is still struggling to break free from Doom's mental attack, but no matter what he does, he can't gain the power to overcome his mind. **"Hmhmhm. It's over, Spider-Man. You put up a valiant effort, but your mind could never come close to overcoming Doom's. It is time for you to say goodbye."** Doom said, but just when he thinks he won, he hears a small weak chuckle coming from Spider-Man. **"Hm? Have you already lost your mind? What do you have to laugh about?"** asked the Spider-Armored Doom.

" **I'm just laughing that I was extremely lucky to do some of those mental Spider-Arts training earlier, otherwise I might've rolled over a few minutes ago."** chuckled Spider-Man as he steadily opens his eyes straight at Doom. **"You say my mind can't overpower yours? That may be true. But if you do know who I am, you should know I am a very stubborn spider, both physically and mentally."** Slowly, to the utter amazement of Victor von Doom, Spidey is slowly starting to break out of Doom's web net as he continues talking. **"Everyone I know is counting on me to stop you. So, if I can't just beat you with MY mind…then I'll also have to use…MY GUUUUUTTTTTSSSSS!"**

 **BGM-Dragon Ball Super OST-Limit-Break X Survivor (Instrumental Type C)**

With an almighty shout that could break the heavens, Spider-Man unleashes all of his energy with the full force of the Chaos Stone, freeing himself from the web, completely enveloping Doom's dark pocket dimension with bright red-and-blue colors, outright stunning Doom that he has managed to overcome his supreme mind, which leaves the shocked doctor to a couple of sucker punches from the super webhead.

Back with Sonic's battle with Grimadoom, not only does the hyper hedgehog pushes his power to the extreme, he also adds in some extra dose of power with two super-charged Red Star Rings he popped out from his Skill Bracelet, granting him an extra crimson red aura of explosive energy. Grimadoom is shocked at Sonic's sudden power boost but still cockily believes he's still stronger with his Binary form. Then, when all said and done, the two powerful hedgehog collide their spin attacks right at each other, staying in an intense stalemate that shakes the entirely of space.

" **What in the world is going on out there?!"** Eggman asked as he could feel the entire station shaking tremendously from the sudden spike of energy coming from Sonic and Spider-Man, leaving him distracted for Tails and Knuckles to bust out from his grasp and rip apart his arms. **"Why you little brats!"** Eggman cursed the persistent rodents, unleashing a powerful beam of energy that they managed to block with all they've got.

At the ISO Generator Sanctuary, Team RWBY fire their combined ISO Proton blast at Salem's Dark Energy blast, colliding in an intense stalemate that causes part of the roof to collapse. They all grunt intensely, with neither side giving up the struggle to win.

Back with Spidey, the super armored webhead has managed to completely overpower Doom with all his might, keeping him staggered long enough to prepare his ultimate attack, thrusting his spider-legs in front of himself to rotate intensely and prepare a powerful blue beam of energy in the shape of a roaring man-spider. He fires the Chaos Spider Ray right at Doom, who also uses all of his power in an effort to block it with a magical barrier reinforced by his very will.

And with Kaine, he releases all his inner strength in an effort to break free from his nanotech chains Ock trapped him in. _'I am a monster, and I can't erase the sins of my past. But there are those that believe in me. That I can become something better. I will not let you take that away from me!'_ He thought in his mind, remembering how Peter and his friends believe that Kaine could really change for the with all his monstrous strength, Scarlet Spider breaks free from his predicament and lunges himself through Ock's tentacles beam with a mighty roar, devastating Octavius' face with a monstrous punch, just as Nicole and JARVIS deactivated the Spider-Morpher, powering it down so it won't transform Earth into an army of spiders.

And finally, back with Doom, he quickly gets worried as his magical barrier starts to break part, cannot hold out much longer from his inevitable finish against Spider-Man. _'Impossible! My plan…My brilliant plan! NOOOOOOOOO!'_ He frantically thought, just as Spider-Man, Sonic, Ruby, all the D-Avengers let out a thundering scream as they completely overpower their respective, extremely shocked opponents with their respective attacks, either shattering an entire pocket dimension made of the mind, plowing the supposed superior hedgehog straight through the space station crashing to Eggman's mech, enveloping a dark witch and her dark avatar with an ISO cannon's magic beam, or beating Octavius while simultaneously destroying the Spider-Morpher.

 **BGM End**

* * *

Back on the moon, a tuckered out, panting Hyper Sonic is outright exhausted after finally defeating Grimadoom, putting on a small grin and then points to the direction he sent the dark hedgehog flying saying, "Gotcha! Who's the superior hedgehog now?" He chuckled before teleporting himself back to the Master Reactor where he powers down, seeing Tails and Knuckles have also defeated Eggman, powered down and retrieved the Master Emerald.

"Sonic!" Tails shouted and runs up to his best blue buddy.

"I see you guys beaten Eggman. Nice job. Where is the cracked egg, anyways?" Sonic asked, still really exhausted since using the ISO Emeralds can take a lot out of him after use. Before anyone could answer his question, they sense the entire station rumbling and exploding, most likely that without the Master Emerald's power, it can't sustain itself any longer.

"Who knows, who cares! We have the Master Emerald! Let's get out of here!" Knuckles said, following the others while carrying the humongous green emerald with his hands.

* * *

 **Destroyed ISO Generator Sanctuary**

After defeating Salem and destroying the back-up generator, all of Team RWBY powers down and sit on their butts, out of breath while the entire station is about to blow.

"Ooooh, c'mon. We can't go one second without something blow up." Ruby said as she and the others get back up and run out the chamber before it completely collapses on them.

* * *

 **Wrecked Spider Shrine**

The blast that Spider-Man hit him sent Doom straight at the destroyed Spider-Morpher along with Octavius after Kaine knocked his tentacles right into as well. The clone morphs back to his human appearance, exhausted just like the others. He also notices Doom's Espeon Exo Stone rolling over to his feet and picks it up just as he spots a depowered Spider-Man flying to him as the entire base starts blowing up.

"I see you're still alive." Kaine said to his brother.

" **And I see you're still packing the attitude."** Spidey joked while holding the Chaos Stone.

"Spider-Man! Scarlet!"

The two heroic spiders turn to see Ruby and the rest of the D-Avengers running towards them. "You did it!" Ruby said to the two.

" **I think you mean** _ **we**_ **did it, but it does seem like I did most of the work."** Spidey joked, only their attention to turn to a beaten Doom popping out from the wreckage of his weapon, holding an unconscious Octavius.

"Dr. Doom, I presume? Heh. Rhymes." Sonic smirked.

" **Darn you…Parker…"** A weakened Doom said to Spider-Man.

" **So you really do know who I am. I thought you were bluffing. Well, in that case: Dr. Doom. As certified, spectacularly awesome Avengers, we are placing you under arrest."** Peter points at Doom.

"You guys can do that?" Kaine smirked as his allies.

"WE'RE AVENGERS!" The entire superhero squad told Kaine with a smile.

"Hmph."

But before they could do anything, an unsuspecting Peter is taken by surprise when, out of nowhere, a surviving Grimadoom swoops in and takes the Chaos Stone right off his hands. **"Hey!"**

"You just don't know when to give up." Sonic smirked at his hedgehog rival.

"I blame that on you guys. I am your clone, after all." Grimadoom smirked as he stands next to Doom.

" **You may have won the battle today, Avengers, but the war still rages on,"** Doom ominously said to the heroes. **"The Masters of Evil will find the other six Exo Stones, and when we do, you won't be so lucky to survive our next encounter. Enjoy your summer while you can."** And with that closing statement and the Chaos Stone in their possession, Grimadoom teleports himself and the remaining Masters of Evil out of the exploding Doom Sanctorum as it starts to destabilize itself.

 **BGM-Sonic the Hedgehog 4 OST-Finale**

"We have to move, like YESTERDAY!" Kaine said as the D-Avengers start running through the halls to escape the exploding space station.

" **Nicole! JARVIS! Either of you pick us up already!"** Spidey contacted his two A.I. buddies to get the Web Cyclone ready for pick up. Thankfully they didn't have to travel far as they see the Web Cyclone already outside a window, ready to pick them up. **"Oh thank goodness! Let's go home, Avengers!"** He said, hopping into the jet along with his entire team and escape the exploding station back to Earth. **"Perfect end to a perfect day."** Spidey said as they see the Doom Sanctorum blow up into nothing and his entire team loudly cheering they saved the world once again, and as a bonus, a nice surprise kiss to the lips from Yang as they head back home for a good night's rest.

 **BGM End**

* * *

 **KFX Here: Next chapter is the epilogue, folks, then I could either move on to my Fire Emblem Awakening crossover or I might remake I old Black Knight story involving Sonic and Team RWBY to properly fit the series' continuity. Whatever it is, I hope you look forward to it. See ya.**


	21. Epilogue: The Naked Dimensions

_Epilogue: The Naked Dimensions_

 **The Next Morning at New York**

A few hours after the D-Avengers saved their worlds from the clutches of the Masters of Evil, everyone from Earth to Remnant who were giant spiders and knocked out because of Doom's psychic blast slowly start to wake up on the streets, finding themselves butt-naked with no clothing to cover themselves.

"Where are my PANTS?!"

"Were you a giant spider? I think I was a giant spider…"

"What'd I DRINK last night"

"You, I live near here, I'll get us clothes. Wait. Where are my keys?"

Even some of the non-powered superheroes like Black Panther and Hawkeye found themselves in their birthday suits. "Clint Barton? What are you doing here?" The naked T'Challa asked his fellow naked Avenger.

"Hi, T'Challa. Last I remember? I had eight legs and had the sudden urge to kill Spider-Man. You?" Barton responded.

"Same."

* * *

 **Avengers Mansion**

After putting on new clothes, the cured Team JNPR and Freedom Fighters visit Avengers Mansion to check on the heroes of the day, along with Sun, Mary Jane, a cured Ozpin with Glynda, and some members of the Secret Avengers like the Branwen twins and Team Dark.

"Hey, Spidey! You in here?" Mary Jane shouts for her ex in the mansion.

"Sonic! Tails!" Sally Acorn joins in.

"Ruby! Weiss! HELLO!" Jaune hollered.

They all stop talking when they hear some loud snores from the living room, which so happens to belong to the D-Avengers and Scarlet Spider taking a nice, long nap on the couches and floors.

"They sound like they've been busy." Ozpin grinned while holding onto his trusty cane.

"Hey, are you guys awake?" Sun asked, with a sleeping Spider-Man instinctively giving them a thumbs up.

* * *

 **10 minutes later…**

"…Wanna get this straight. Really make sure I understand this. For the history books." MJ starts talking to Peter after the entire team waked up from their beauty nap.

"Well, if it's for _posterity_. Shoot." Peter replied.

"You mentally controlled hundreds of thousands of metal spiders. All at once. Located more than like six million people, wherever they were in all three dimensions. And cured them in under twenty minutes." MJ started listing off the most ridiculous stuff Peter to save their worlds from complete spiderification.

"Then invaded Latveria, went to space, and destroyed a giant death station. Yeah." Peter nonchalantly finished for his favorite redhead.

" _And_ got the Master Emerald back right where it belongs." Knuckles added at the side.

"Good, 'cause I'm gonna need Raven's magic portals to help steal it next time." Rouge grinned while standing next to a deviously smirking Raven.

"NO, YOU ARE NOT!" Knuckles shouted.

"Thank you, Mr. Spider-Man." Cream the Rabbit respectively bowed to the savior of the day.

"We are so glad you're not evil." Glynda commented which gets Peter to laugh at the thought.

"Well, I _do_ have an evil clone standing right there." Spidey points them to his former evil clone being surrounded by some of his other inter-dimensional friends, as they are fascinated meeting a living clone that looks and sounds like the original.

"So are you and Spidey really brothers?" Amy asked the edgy clone.

"I'm his clone. We're not _exactly_ brothers." Scarlet corrected the pink hedgehog.

"But you share his DNA. You're more like twins." Pyrrha Nikos said to the uneasy Kaine.

"I don't think that's-."

"Can I make a clone of pancakes?" An extremely enthusiastic Nora Valkyrie cuts off Kaine while he speaks.

"Huh-."

"What other super, awesome spider powers you have?" An excitedly eager Sun Wukong asked the uncomfortable Parker clone.

"Uh-."

Thankfully for Kaine, Blake walks in to stop them from pestering the confused clone with so many uneasy questions," Guys, guys, stop harassing Kaine with questions. He's had a rough life already without you all questioning him."

"Rough life like you?" The monkey Faunus asked the cat Huntress.

"Oh no, MUCH worse." She joked with a smirk, angering a growling Kaine behind her.

Nearby, Sonic and Ruby are seen talking with Ozpin about his experience as the mutated Spider-King. "So, Ozzy, how was it like being furry spider monster?" Sonic asked the depressed Headmaster with a grin.

"Terrible, I can say that much." Ozpin said, with his head looking down to the ground, remembering the unspoken atrocities he committed while uncontrollably working with his greatest enemy and her new partners.

"Oh, I doubt it was THAT bad." Ruby said, nonchalantly waving it off.

"From what I could remember, I done unholy crimes. Killed fellow friends and students while I was that…thing. I don't think I'm worthy to be a Headmaster anymore." Ozpin depressingly said, thinking about retirement.

"That has to be the stupidest thing I've ever heard." A bypassing Kaine said, getting Ozpin's attention. "I've done much worse things than you, old man, and you don't see ME whining about it." He said, pointing to himself.

"Actually, you kinda do." A nonchalantly, walking Yang interrupted while passing the small group.

"Shut up!"

"Y'know what you need, a vacation. Take a break. Relax. I hear Hawaii's good this time of year." Sonic grinned towards the depressed professor, slowly getting his hopes back up.

"It has been several centuries since I had a relaxing vacation without having to worry about trouble. Thank you, Sonic. You too, Kaine." Ozpin said towards the clone. "How about, after the summer, you could come to my school. You'll feel right at home." He said, offering Kaine a place at Beacon Academy.

"Fuck no! Are you out of your mind, old man? That has to be the stupidest thing you've ever said!" Kaine immediately rejects Ozpin's offer with his usual "friendly" attitude, which definitely got Ozpin by surprise from that heated response, but does get Raven to laugh out-loud from their banter.

"Oh man, I love your brother. He kinda reminds me of me." Raven said to Peter, with Qrow standing next to the webhead.

"Perfect." They both sarcastically responded with a deadpan stare.

"So where are the Masters of Evil now?" Sally of the Freedom Fighters asked Spider-Man.

"Probably taking a vacation at Latveria, plotting some other heinous plot to find the other Exo Stones." Spidey replied to the Acorn Princess.

"We were forced to switch the Chaos Stone with their Espeon Stone, but I don't think the former is as dangerous to use." Tails said.

"Still, now that we know what these stones are capable of, we have to put all our efforts in locating the other six before they could cause another disaster." Shadow said, remaining as stoic as usual.

"We're not in any rush," said a grinning Sonic. "We'll find them at our own pace. I'm sure they'll turn up eventually. I want to enjoy this summer as much as I can."

"I'll never understand how you can be so easy-going." Weiss gave a blank stare at the relaxed hedgehog.

"I'm just glad we're not giant spiders anymore," Ren shivered. "That's an experience I never want to repeat."

"True, but before all that, it was nice playing as Spider-Man for a bit, don't you all agree?" Mary Jane smiled as she sees all those that gained spider-powers admit they did have fun with them. "I think we ALL learned what it's like to be in Peter's shoes. For years I've SEEN him do all these things. But to FEEL it for myself. Great power. Great responsibility."

"Not to mention great sacrifice." Blake added.

"Yeah. I think we should ALL appreciate that only the original Spider-Man could pull all that without it weighing him down." MJ continued.

"You guys are only NOW appreciating all my hard work? Some friends you all are." Spidey joked, getting them to laugh.

"How about you, Kaine?" Ruby asked the stubborn clone.

"I rather have all the power and none of that responsibility crap." Kaine stoically responded.

"50 bucks say otherwise." Peter betted.

"Deal. Assuming we ever meet again." Kaine said as he starts walking out the door.

"Wait! You're leaving?" Rotor asked, just as shocked as his friends that Kaine is leaving them.

"I was never part of your world. Might as well keep it that way." Kaine stopped to reply to the talking walrus.

"What? This town's not big enough for two Spider-Men?" Spidey asked his clone.

"Not one the Avengers or you Huntsmen know is-was-a stone cold killer that murdered a government." Kaine replied.

"I'm sure Blake, Wolverine, and Raven done much worse things." Spidey responded.

"WHAT?!" The former White Fang member and the vicious tribe leader angrily shakes their fist at the scared webhead.

"Nothing! I said nothing!" The wide-eyed Spidey nervously shakes his head while putting his palms up so they won't murder him.

"So where ya gonna go?" Sun asked the clone.

"Who knows? Maybe somewhere Parker never been. I'm good at that." Kaine replied.

"How about Mexico?" Raven suggested.

"I was just thinking that. Go to Mexico. Try out a margarita. Put my feet in the sand." Kaine said.

"Yeah, I love that place." Raven smiled.

"When did you go to Mexico?" Qrow scratched his head, asking his twin sister when she had the time to visit Mexico but never received an answer from her.

"So do you want us to visit ya sometimes?" Sonic asked Scarlet.

"No!" He menacingly replied.

"Do you want BLAKE to visit ya sometimes so she could cool that heated head of yours whenever you lose steam?" Yang puts the unaware Blake right in front of her.

"Wha-?" Blake is a bit confused and flustered as Yang wraps her arm around her neck to quietly talk to her.

"C'mon, I know you like him. You two make the perfect couple." The Blond Huntress Avenger whispers to Blake's ears.

"N-No, I don't. He's a clone of Peter. I'd be dating an exact duplicate of your boyfriend, and that'd be awkward to say the least. Besides, I don't think he really-."

"Whatever. I don't care," A stoic Kaine answered, surprising Blake. "Belladonna's the only one out of you punks I can tolerate, assuming she could keep her kitty gasket in check." He said.

"What does THAT mean, Scarlet Jerk?!" Blake angrily asked the clone.

Kaine smiles softly and lets out a small grunt, "I hope to see you again, Blake." He genuinely admitted, honestly seeing Blake as a friend.

 **BGM-Sonic Advance 2 OST-Staff Roll**

While the cat faunus is distracted by her blush and smile, it was Peter's turn to talk, "Hey. What about me? Aren't ya gonna miss your handsome original?"

"No, 'cause you're the most annoying person in this entire multiverse. You never even realized Liz Allen has a crush on you." Kaine said to Pete.

"Liz Allen has a crush on me?" Peter responded, having no idea Flash Thompson's girlfriend actually had a crush on him this entire time, something even Mary Jane easily figured out.

MJ face palms, "You are hopelessly stupid." Both she and Kaine insulted the clueless nerd.

"Huh?"

"But wouldn't that be calling _you_ hopelessly stupid?" Ruby said to Kaine, scratching her confused head.

"I'm outta here. You people infuriate me." Kaine annoyingly walks to a nearby window to web swing away, but before he could hop out the window, he turns himself back to Peter with a sigh. "But if anyone of you need any help, I don't mind coming back. Even though my past clouds my mind, I want to be a better person Ben could be proud of, and show Warren what happens the next time he dares face me." He sincerely said.

Kaine hesitantly extends his right hand to Peter, hoping for a handshake. Peter looks at his brother's hand for a moment if he's truly being seriously about this. With a smile forming on his face, he extends his own hand and accepts the handshake.

"Catch ya on the flipside, Kaine." Peter smiled with MJ and the spider-spirit Ero standing right next to him.

"Hope we meet again!" Sonic gives the former evil clone a proud thumb up while his Mobian pals wave good-bye to Kaine.

"Take care, Kaine! We know you can be a cool hero!" Ruby and her Remnant friends also wave good-bye to Kaine.

"If I somehow become a hero 'cause of you fools, I SWEAR I'm gonna kill you, starting with you, Parker." The Scarlet Spider threatened his new friends, as much he doesn't want to admit they're his friends, before swinging out of the mansion.

"Keep telling yourself that!" Peter smirked as he watches him, knowing he's lying.

"I MEAN IT!"

" _So what now?"_ Ero asked Parker.

"I dunno." Peter shrugged.

"Well after clean-up of the city, there is a concert later tonight, one I'm SURE you'll love, Pete, especially after everything's that happened." MJ smiled at her former, confused boyfriend, completely clueless about this special concert he's been hearing lately.

 **BGM End**

* * *

 **Later that Night over at Time Square**

 **BGM-Spider-Man Unlimited Game OST-Here Comes Spider-Man**

What feels like the entire city coming together at a lit up, red-and-blue Time Square with various pictures and videos of Spider-Man and all his heroics, Peter and his many friends from alternate dimensions come together for the concert of the century about him and all his amazing work over the years, especially what he did during Spider-Island, with surprisingly, Sonic as one of the lead guitarist for this rock band. Unknown to Peter and the gang, Cinder's group, along with Clove and her little sister that was once sick then healed because of Cinder and her symbiote, Cassia the Pronghorn, have also come to the concert, hiding somewhere in the crowd. Even the dark clone Grimadoom the Hedgehog came wearing some black shades so he could jam out to this rocking concert in peace. But unknown to all of them, a green-skinned, furry man wearing a coat that definitely looks like the Jackal, the real one, is seen gleefully listening to the song from a distance, most likely thinking of ways to torture Peter and his life once more.

 **BGM End**

While everyone in the city is rocking out to this spider-concert, an ominous new threat is loomingly observing all the small fry from the top of the Empire State Building. This mystery man has long, flowing black hair, wearing a classy blue coat with a white undershirt and pants, and looking quite interested in the aspects of this world.

"Hmm. Earth-616. This is the third world that was encompassed with thousands of spiders yet mysteriously disappeared in a flash. That's strange. What happened to all those fresh totems?" This mystery man asked himself. "I suppose I'll investigate later. All this spider talk is making me quite famished for some _actual_ spiders in this multiverse. Then once I'm full, I will cleanse this world of its spiders _really_ soon." This strange man with a bizarre fascination for Spider-Totems have left his hungry mark on Earth before mysteriously transporting himself somewhere in this multiversal cosmos.

* * *

 **Next time in the United Heroes Series:**

 _ **D-Avengers: The Fell Awakening**_

 **The D-Avengers take their next exciting, inter-dimensional adventure to the world of Fire Emblem Awakening. They team up with Chrom and his mighty Sheppards to stop a grim future from the coming of Grima, who seems to have a deep hatred with Spider-Man and his Other. Not only that, they have to contend with some immortal Totem Hunter who also has a connection with the Other. Who are these new powerful foes, and why is that Peter always finds himself in some ancient prophecy that'll determine the fate of the world? Find out soon. Look for this story under the "Spider-Man/Fire Emblem" crossover page of this website.**

* * *

 **KFX Here: I'm sure some of you could guess who that mystery person was at the ending of this chapter. He'll make his grand entrance later, along with Kaine, who will return in the sequel. I'm still thinking about how this next story will go, so it'll take a while before I start writing. In the meantime, like I said last chapter, I MIGHT revise my old** _ **Sonic, RWBY and the Black Knight**_ **story since it was my first story and was needs some continuity fixes. That story does take place after** _ **Spider-Island DX**_ **but before** _ **The Fell Awakening**_ **so look out.**


End file.
